<PAGE>   1
                                                               Exhibit 4.2

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                       RURAL/METRO CORPORATION, as Issuer,

                 THE GUARANTORS SIGNATORY HERETO, as Guarantors,

                                       and

                 THE FIRST NATIONAL BANK OF CHICAGO, as Trustee

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

                                    INDENTURE

                           Dated as of March 16, 1998

                                  $150,000,000

                          7-7/8% Senior Notes due 2008




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<PAGE>   2
               Reconciliation and Tie between Trust Indenture Act
               of 1939 and Indenture, dated as of March 16, 1998*

Trust Indenture
  Act Section                                     Indenture Section
  -----------                                     -----------------

Section 310 (a)(1)                                      7.10
      (a)(2)                                            7.10
      (a)(3)                                            N.A.
      (a)(4)                                            N.A.
      (b)                                               7.08
      (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)                                         2.05
      (b)                                               11.03
      (c)                                               11.03
Section 313 (a)                                         7.06
      (b)(1)                                            N.A.
      (b)(2)                                            7.06
      (c)                                               7.06; 11.02
      (d)                                               7.06
Section 314 (a)                                         4.02; 4.04; 11.02
      (b)                                               N.A.
      (c)(1)                                            11.04; 11.05
      (c)(2)                                            11.04; 11.05
      (c)(3)                                            11.04; 11.05
      (d)                                               N.A.
      (e)                                               11.05
      (f)                                               N.A.
Section 315 (a)                                         7.01; 7.02
      (b)                                               7.05; 11.02
      (c)                                               7.01
      (d)                                               6.05; 7.01; 7.02
      (e)                                               6.11
Section 316 (a)(last sentence)                          11.06
      (a)(1)(A)                                         6.05
      (a)(1)(B)                                         6.04
      (a)(2)                                            8.02
      (b)                                               6.07
      (c)                                               8.04
Section 317 (a)(1)                                      6.08
      (a)(2)                                            6.09
      (b)                                               7.12
Section 318 (a)                                         11.01

"N.A." means Not Applicable.

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


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<PAGE>   3
                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE 1.       DEFINITIONS AND INCORPORATION BY REFERENCE...................1
                 
  Section 1.01.  Definitions..................................................1
  Section 1.02.  Other Definitions...........................................23
  Section 1.03.  Incorporation by Reference of Trust Indenture Act...........24
  Section 1.04.  Rules of Construction.......................................24
                
ARTICLE 2.       THE NOTES...................................................25
                 
  Section 2.01.  Dating; Incorporation of Form in Indenture..................25
  Section 2.02.  Execution and Authentication................................25
  Section 2.03.  Registrar and Paying Agent..................................26
  Section 2.04.  Paying Agent to Hold Money in Trust.........................27
  Section 2.05.  Noteholder Lists............................................27
  Section 2.06.  Transfer and Exchange.......................................27
  Section 2.07.  Replacement Notes...........................................41
  Section 2.08.  Outstanding Notes...........................................42
  Section 2.09.  Temporary Notes.............................................42
  Section 2.10.  Cancellation................................................42
  Section 2.11.  Defaulted Interest..........................................43
  Section 2.12.  Deposit of Moneys...........................................43
  Section 2.13.  CUSIP Number................................................43
  Section 2.14.  Wire Payments to Holders....................................43
                
ARTICLE 3.       REDEMPTION..................................................44
                
  Section 3.01.  Notices to Trustee..........................................44
  Section 3.02.  Selection by Trustee of Notes to be Redeemed................44
  Section 3.03.  Notice of Redemption........................................45
  Section 3.04.  Effect of Notice of Redemption..............................45
  Section 3.05.  Deposit of Redemption Price.................................46
  Section 3.06.  Notes Redeemed in Part......................................46
  Section 3.07.  Optional Redemption.........................................46
  Section 3.08.  Mandatory Redemption........................................47
                
ARTICLE 4.       COVENANTS...................................................47
                
  Section 4.01.  Payment of Notes............................................47
  Section 4.02.  Reports.....................................................47
  Section 4.03.  Waiver of Stay, Extension or Usury Laws.....................48
  Section 4.04.  Compliance Certificate......................................48
  Section 4.05.  Taxes.......................................................49
  Section 4.06.  Limitations on Additional Indebtedness and Preferred
                 Equity Interests............................................50
  Section 4.07.  Limitation on Restricted Payments...........................53
  Section 4.08.  Limitation on Transactions with Affiliates..................53
  Section 4.09.  Limitations on Liens........................................53


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  Section 4.10.  Limitation on Issuances of Guarantees by Subsidiaries
                 Which Are Not Guarantors; Additional Guarantees.............54 
  Section 4.11.  Limitation on Subsidiaries and Unrestricted Subsidiaries....54
  Section 4.12.  Limitation on Dividend and Other Payment Restrictions
                 Affecting Subsidiaries......................................55
  Section 4.13.  Restriction on Sale and Issuance of Subsidiary Interests....56
  Section 4.14.  Limitation on Sale and Lease-Back Transactions..............57
  Section 4.15.  Line of Business............................................57
  Section 4.16.  Limitation on Status as Investment Company..................57
  Section 4.17.  Payments for Consent........................................57
  Section 4.18.  Corporate Existence.........................................57
  Section 4.19.  Change of Control...........................................58
  Section 4.20.  Limitation on Certain Asset Sales...........................60
  Section 4.21.  General Provisions Related to Change of Control Offers
                 and Excess Proceeds Offers..................................62
  Section 4.22.  Maintenance of Office or Agency.............................62
  Section 4.23.  Maintenance of Properties and Insurance; Books and
                 Records; Compliance with Laws...............................63
  Section 4.24.  Further Assurance to the Trustee............................64

ARTICLE 5.       SUCCESSOR CORPORATION.......................................64

  Section 5.01.  Merger, Consolidation or Sale of Assets.....................64
  Section 5.02.  Successor Person Substituted................................64

ARTICLE 6.       DEFAULTS AND REMEDIES.......................................65

  Section 6.01.  Events of Default...........................................65
  Section 6.02.  Acceleration................................................67
  Section 6.03.  Other Remedies..............................................68
  Section 6.04.  Waiver of Past Defaults and Events of Default...............68
  Section 6.05.  Control by Majority.........................................68 
  Section 6.06.  Limitation on Suits.........................................69
  Section 6.07.  Rights of Holders to Receive Payment........................69
  Section 6.08.  Collection Suit by Trustee..................................69
  Section 6.09.  Trustee May File Proofs of Claim............................70
  Section 6.10.  Priorities..................................................70
  Section 6.11.  Undertaking for Costs.......................................70
  Section 6.12.  Restoration of Rights and Remedies..........................71 

ARTICLE 7.       TRUSTEE.....................................................71

  Section 7.01.  Duties of Trustee...........................................71
  Section 7.02.  Rights of Trustee...........................................72
  Section 7.03.  Individual Rights of Trustee................................73
  Section 7.04.  Trustee's Disclaimer........................................73
  Section 7.05.  Notice of Defaults..........................................73
  Section 7.06.  Reports by Trustee to Holders...............................73
  Section 7.07.  Compensation and Indemnity..................................74 
  Section 7.08.  Replacement of Trustee......................................75


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  Section 7.09.  Successor Trustee by Consolidation, Merger or Conversion....76
  Section 7.10.  Eligibility; Disqualification...............................76
  Section 7.11.  Preferential Collection of Claims Against Company...........76
  Section 7.12.  Paying Agents...............................................76

ARTICLE 8.       AMENDMENTS, SUPPLEMENTS AND WAIVERS.........................77

  Section 8.01.  Without Consent of Holders..................................77
  Section 8.02.  With Consent of Holders.....................................77
  Section 8.03.  Compliance with Trust Indenture Act.........................78
  Section 8.04.  Revocation and Effect of Consents...........................78
  Section 8.05.  Notation on or Exchange of Notes............................79
  Section 8.06.  Trustee to Sign Amendments, etc.............................79

ARTICLE 9.       DISCHARGE OF INDENTURE; DEFEASANCE..........................79

  Section 9.01.  Discharge of Indenture......................................79
  Section 9.02.  Legal Defeasance............................................80
  Section 9.03.  Covenant Defeasance.........................................80
  Section 9.04.  Conditions to Legal Defeasance or Covenant Defeasance.......81
  Section 9.05.  Deposited Money and U.S. Government Obligations to Be
                 Held in Trust; Other Miscellaneous Provisions...............82
  Section 9.06.  Reinstatement...............................................83
  Section 9.07.  Moneys Held by Paying Agent.................................83
  Section 9.08.  Moneys Held by Trustee......................................83

ARTICLE 10.      GUARANTEE OF NOTES..........................................84

  Section 10.01. Guarantee...................................................84
  Section 10.02. Execution and Delivery of Guarantees........................85
  Section 10.03. Limitation of Guarantee.....................................86
  Section 10.04. Release of Guarantor........................................86
  Section 10.05. Additional Guarantors.......................................87 

ARTICLE 11.      MISCELLANEOUS...............................................87

  Section 11.01. Trust Indenture Act Controls................................87
  Section 11.02. Notices.....................................................88
  Section 11.03. Communications by Holders with Other Holders................89
  Section 11.04. Certificate and Opinion as to Conditions Precedent..........89 
  Section 11.05. Statements Required in Certificate and Opinion..............89
  Section 11.06. When Treasury Notes Disregarded.............................90
  Section 11.07. Rules by Trustee and Agents.................................90
  Section 11.08. Business Days; Legal Holidays...............................90
  Section 11.09. Governing Law...............................................90
  Section 11.10. No Adverse Interpretation of Other Agreements...............90
  Section 11.11. No Recourse Against Others..................................90
  Section 11.12. Successors..................................................91
  Section 11.13. Multiple Counterparts.......................................91
  Section 11.14. Table of Contents, Headings, etc............................91
  Section 11.15. Separability................................................91


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                                    INDENTURE


            INDENTURE, dated as of March 16, 1998, among RURAL/METRO
CORPORATION, a Delaware corporation, as issuer (the "Company") the Guarantors
signatory hereto from time to time (the "Guarantors") and THE FIRST NATIONAL
BANK OF CHICAGO, 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 Notes (as
hereinafter defined) to be issued as provided for in this Indenture.

            Each party agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Company's 7-7/8%
Senior Notes due 2008, unconditionally guaranteed by the Guarantors (the
"Notes"):

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.

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

            "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.

            "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 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," 


                                       1
<PAGE>   7
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; provided that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.

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

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

            "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) 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); provided, in each case, that the
assets acquired are to be used in the business conducted by the Company and its
Subsidiaries as of the Issue Date or any other business determined by the
Company's Board of Directors, in good faith, to be reasonably related thereto.

            "Asset Sale" means (x) 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, including,
without limitation, any equipment lease reasonably entered into in connection
with any acquisition or potential acquisition consistent with past practice),
assignment or other disposition (including, without limitation, by eminent
domain, condemnation or similar governmental proceeding) (each, a "disposition"
or "issuance") and (y) 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, if such disposition, issuance, merger, or consolidation
involves property or assets with a fair market value in excess of $1,000,000,
whether in a single transaction or in a series of related transactions, 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 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 or any
Subsidiary thereof; provided, however, that, except as noted in the last
sentence in this paragraph, Asset Sales shall not include (i) dispositions or
issuances to or mergers or consolidations of, the Company or a Subsidiary
thereof or any other Person if after giving effect to such disposition,
issuance, merger or consolidation such other Person becomes a Wholly Owned
Subsidiary of the Company, (ii) transactions involving the Company which are
subject to and effected in compliance with Section 5.01, (iii) dispositions of
services and products in the ordinary course of business, (iv) a disposition
that is an Investment or a Restricted Payment not prohibited 


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<PAGE>   8
by Section 4.07, (v) a sale, transfer, conveyance, or issuance of an Equity
Interest that constitutes a Permitted Investment pursuant to clause (ii)(C) of
the definition thereof or that complies with the limitations set forth in
Section 4.07, if, in each case, the assets received in consideration therefor
are to be used in the business conducted by the Company and its Subsidiaries as
of the Issue Date or any other business determined by the Company's Board of
Directors, in good faith, to be reasonably related thereto, (vi) exchanges of
assets that comply with the requirements of Section 4.20(c), (vii) a designation
of a Subsidiary as an Unrestricted Subsidiary if permitted under this Indenture,
(viii) the disposition of any Temporary Cash Investment, and (ix) the grant of
any Lien securing Indebtedness permitted under this Indenture. Notwithstanding
any provision of this Indenture to the contrary, the expiration or non-renewal
of any lease of property at the normal expiration date thereof shall not
constitute an Asset Sale. For purposes of the definition of Consolidated Fixed
Charge Coverage Ratio, transactions referred to in clauses (iv) and (vi) shall
be included as Asset Sales.

            "Asset Sale Proceeds" means, with respect to any Asset Sale, (i)
cash received by the Company or any Subsidiary thereof from 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, legal,
accounting, title and other reasonable fees, costs and expenses, consistent with
past practice, related to such Asset Sale, (c) provision for minority interest
holders in any Subsidiary or in any asset subject to such Asset Sale as a result
of such Asset Sale, (d) payments made to retire Indebtedness secured by the
assets subject to such Asset Sale or otherwise required to be paid, 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 disposed of in such Asset Sale and retained by the
Company or 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 disposed of in such Asset Sale and (ii)
any securities, notes, or other obligations received by the Company or any
Subsidiary thereof from such Asset Sale upon the liquidation or conversion of
such securities, notes, or other obligations into cash prior to the Reinvestment
Date.

            "Attributable Indebtedness" when used with respect to any Sale and
Lease-Back Transaction 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 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).

            "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 


                                       3
<PAGE>   9
(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.

            "Capital 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.

            "Cedel" means Cedel Bank, societe anonyme.

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

            "Change of Control" means the occurrence of any of the following:
(i) the sale, lease, transfer, conveyance, or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the assets of the Company and its Subsidiaries taken
as a whole to any "person" (as such term is used in Section 13(d)(3) of the
Exchange Act); (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company; (iii) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above) is or becomes the "beneficial owner" (as
such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except
that a person shall be deemed to have "beneficial ownership" of all securities
that such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 40% of the Common Equity
Interest of the Company (measured by voting power rather than number of shares
or equivalent units); or (iv) the first day on which less than a majority of the
members of the Board of Directors of the Company are Continuing Directors.
Notwithstanding the foregoing, any such transaction described in clause (i) or
(ii) above which is consummated solely to change the state of incorporation of
the Company from Delaware to any other state in the United States shall not
constitute a Change of Control; provided, that all other requirements of this
Indenture in connection with such transaction have been complied with.

            "Common Equity Interest" of any Person means all Equity Interests of
such Person that are generally entitled to (i) vote in the election of directors
of such Person or (ii) if such Person is not a corporation, vote or otherwise
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.


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<PAGE>   10
            "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.

            "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus, to the
extent deducted in computing such Consolidated Net Income, (i) an amount equal
to any extraordinary loss plus any net loss realized in connection with an Asset
Sale, (ii) provision for taxes based on income or profits, (iii) consolidated
interest expense whether paid or accrued and whether or not capitalized
(including, without limitation, amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments associated
with Capital Lease Obligations, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments (if any) pursuant to Hedging Obligations), and (iv)
depreciation and amortization (including amortization of goodwill and other
intangibles but excluding amortization of prepaid cash expenses that were paid
in a prior period) in each case, on a consolidated basis and determined in
accordance with GAAP. Notwithstanding the foregoing, the provision for taxes
based on the income or profits of, and the depreciation and amortization of, a
Subsidiary of a Person shall be added to Consolidated Net Income to compute
Consolidated Cash Flow only to the extent (and in the same proportion) that the
Net Income of such Subsidiary was included in calculating the Consolidated Net
Income of such Person and only if a corresponding amount would be permitted at
the date of determination to be dividended to the Company by such Subsidiary
without prior approval (that has not been obtained) pursuant to the terms of its
charter and all agreements, instruments, judgments, decrees, orders, statutes,
rules, and governmental regulations applicable to such Subsidiary or its
stockholders.

            "Consolidated Fixed Charge Coverage Ratio" means with respect to any
Person, the ratio of the aggregate amount of Consolidated Cash Flow 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" 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 the first day of the Four Quarter
Period to and including the Transaction Date (the "Reference Period"),
including, without limitation, the incurrence 


                                       5
<PAGE>   11
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 Reference 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 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)
the consolidated interest expense of such Person and its Subsidiaries for such
period, whether paid or accrued (including, without limitation, amortization of
debt issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or
bankers' acceptance financings, and net payments (if any) pursuant to Hedging
Obligations), (ii) the consolidated interest expense of such Person and its
Subsidiaries that was capitalized during such period, (iii) any interest expense
on Indebtedness of another Person that is guaranteed by such Person or one of
its Subsidiaries or secured by a Lien on assets of such Person or one of its
Subsidiaries (whether or not such guarantee or Lien is called upon), and (iv)
the product of (a) all dividend payments, whether or not in cash, on any series
of Disqualified Equity Interests of such Person or any of its Subsidiaries,
other than dividend payments on Disqualified Equity Interests payable solely in
Equity Interests of the Company, times (b) a fraction, the numerator of which is
one and the denominator of which is one minus the then 


                                       6
<PAGE>   12
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.

            "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;
provided that (i) the Net Income (but not loss) of any Person that is not a
Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Wholly Owned Subsidiary thereof, (ii) the Net
Income of any Subsidiary shall be excluded to the extent that the declaration or
payment of dividends or similar distributions by that Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule, or governmental regulation applicable to that
Subsidiary or its stockholders, (iii) the Net Income of any Person acquired in a
pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded, (iv) the cumulative effect of a change in
accounting principles shall be excluded, and (v) any non-cash compensation
expense in connection with the issuance of employee stock options 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, less (i) all
write-ups (other than write-ups of tangible assets of a going concern business
made within 12 months after the acquisition of such business) subsequent to the
Issue Date in the book value of any asset owned by such Person or a consolidated
Subsidiary of such Person, (ii) all investments as of such date in
unconsolidated Subsidiaries and in Persons that are not Subsidiaries and (iii)
all unamortized debt discount and expense and unamortized deferred charges as of
such date, in each case determined in accordance with GAAP.

            "Consolidated Total Assets" means, as of any date of determination,
the consolidated total assets of such Person, as reflected on the most recent
balance sheet of such Person prepared in accordance with GAAP.

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the date of this Indenture or (ii) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election.

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

            "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary 


                                       7
<PAGE>   13
with respect to the Notes, and any and all successors thereto appointed as
depositary hereunder and having become such pursuant to the applicable provision
of this Indenture.

            "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 mandatorily 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 date that is 91 days following the
maturity date of the Notes, for cash or securities constituting Indebtedness;
provided, however, that Preferred Equity Interests of the Company or any
Subsidiary thereof that are issued with the benefit of provisions requiring a
change of control offer or asset sale proceeds offer to be made for such
Preferred Equity Interest in the event of a change of control or sale of assets
of the Company or such Subsidiary, which provisions have substantially the same
effect as the provisions of this Indenture described under Section 4.19 or
Section 4.20, shall not be deemed to be Disqualified Equity Interests solely by
virtue of such provisions.

            "Equity Interests" means, with respect to any Person, any and all
shares or other equivalents (however designated) of capital stock, partnership
interests, membership 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.

            "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

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

            "Exchange Notes" means the Notes issued in the Exchange Offer
pursuant to Section 2.06(f).

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

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

            "Existing Credit Facility" means that certain Credit Agreement,
dated as of September 29, 1995 by and among the Company, as "Guarantor," certain
subsidiaries of the Company, as "Borrowers," the lenders party thereto and First
Union National Bank, as "Agent," as amended prior to the Issue Date.

            "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 


                                       8
<PAGE>   14
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 applied as in
effect in the United States on the Issue Date.

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

            "guarantee" means with respect to any Person, any obligation,
contingent or otherwise, of such Person directly or indirectly guaranteeing any
Indebtedness or other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation of such other
Person (whether arising by virtue of partnership arrangements, or by agreements
to keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided that the term "guarantee"
shall not include endorsements for collection or deposit in the ordinary course
of business. The term "guarantee" used as a verb has a corresponding meaning.

            "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 Notes by each Guarantor pursuant to the terms of
Article 10 hereof.

            "Guarantor" means the parties named as such in the first paragraph
of this Indenture (which consist of all domestic Wholly Owned Subsidiaries as of
the Closing Date other than Coronado Health Services, Inc.) and any other
Person, in each case so long as such Person guarantees the Obligations of the
Company with respect to the Notes pursuant to the terms of Article 10 hereof.

            "Hedging Obligations" 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, currency exchange rates or commodity prices.

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

            "IAI Global Note" means the global Note in the form of Exhibit A
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes transferred to institutional accredited investors
subsequent to the initial issuance of the Notes.


                                       9
<PAGE>   15
            "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; and provided, further, that accrual of interest, the
accretion of accreted value, and the payment of interest in the form of
additional Indebtedness will not be deemed to be an incurrence of 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 Capital Lease Obligations, (ii) obligations of
Persons other than such Person 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 incurred or assumed by such Person,
(iii) all Indebtedness of others of the types 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 obligation or on
any letter of credit, banker's acceptance or similar credit transaction, (v)
Disqualified Equity Interests, (vi) Hedging Obligations of any such Person, and
(vii) Attributable Indebtedness. The amount of Indebtedness of any Person at any
date shall be the principal (or face) amount outstanding 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 Indebtedness shall not include
any liability for federal, state, local, or other taxes. Notwithstanding any
other provision of this 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" for purposes of this
definition. Furthermore, guarantees of (or obligations with respect to letters
of credit supporting) Indebtedness otherwise included in the determination of
such amount shall not also be included.


                                       10
<PAGE>   16
            "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 good faith judgment of the Board of Directors of the Company,
qualified to perform the task for which such firm has been engaged.

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

            "Interest" when used with respect to any Note, means the amount of
all interest accruing on such Note, including all interest accruing subsequent
to the occurrence of any events specified in Sections 6.01(8) and (9) or which
would have accrued but for any such event.

            "Interest Payment Date" means the stated maturity of an installment
of interest on the Notes.

            "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 a part of the assets acquired by the Company or a
Subsidiary 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 classified as investments on a balance sheet of such Person
prepared in accordance with GAAP. Investments shall exclude (i) extensions of
trade credit on commercially reasonable terms in accordance with normal trade
practices, (ii) endorsements of negotiable instruments for collection or deposit
in the ordinary course of business, (iii) commission, travel, payroll and
similar advances to directors, officers and employees made in the ordinary
course of business, and (iv) workers' compensation, utility, lease and similar
deposits and prepaid expenses in the ordinary course of business. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company or such Subsidiary shall be deemed to
have made an Investment on the date of any such sale or disposition equal to the
fair market value of the Equity Interests of such Subsidiary not sold or
disposed of in an amount determined as provided in the penultimate paragraph of
Section 4.07. In determining the amount of any 


                                       11
<PAGE>   17
Investment in respect of any Property other than cash, such Property shall be
valued at its fair market value at the time of such Investment.

            "Issue Date" means the closing date for the sale and original
issuance of the Notes to the Initial Holders.

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

            "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 Capital Lease Obligation, conditional sales, or other
title retention agreement having substantially the same economic effect as any
of the foregoing).

            "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 6 of the Registration Rights Agreement.

            "Maturity Date" means March 15, 2008.

            "Net Income" means, with respect to any Person for any period, the
net income (loss) of such Person determined in accordance with GAAP and before
any reduction in respect of dividends on Preferred Equity Interests, excluding,
however, (i) any gain, together with any related provision for taxes on such
gain, realized in connection with (a) any Asset Sale or (b) the disposition of
any securities by such Person or any of its Subsidiaries or the extinguishment
of any Indebtedness of such Person or any of its Subsidiaries and (ii) any
extraordinary or nonrecurring gain (or loss incurred prior to the Issue Date,
but not loss incurred after the Issue Date), together with any related provision
for taxes on such extraordinary or nonrecurring gain (but not loss, except to
the extent referred to above).

            "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 at the time made 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 (in the case of a noncash
return on such Investments, the amount thereof shall be the fair market value of
such noncash consideration at the time of receipt thereof as determined in good
faith by the Board of Directors of the Company) 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 


                                       12
<PAGE>   18
of clauses (a) and (b) above with respect to such Investments shall not exceed
the aggregate amount of all Investments made in all Unrestricted Subsidiaries.

            "New Credit Facility" means that certain Amended and Restated Credit
Agreement, dated as of March 16, 1998, by and among the Company, the lenders
party thereto and First Union National Bank, as agent, including any related
notes, guarantees (by subsidiaries of the Company or otherwise), collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, restated, modified, renewed, refunded, replaced or
refinanced (in each case, in whole or in part, and without limitation as to
amount, terms, conditions, covenants and other provisions), with the same or
other agents and lenders, in whole or in part, from time to time and any
agreement (and related documents) governing Indebtedness incurred to refinance
or refund borrowings and commitments then outstanding or permitted to be
outstanding under such credit facility or a successor New Credit Facility,
whether by the same or other agent lender or group of lenders.

            "Non-Recourse Debt" means Indebtedness: (i) as to which neither the
Company nor any of its Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise), or (c) constitutes the lender; (ii) no default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any other Indebtedness of the Company or any of its
Subsidiaries to declare a default on such other Indebtedness or cause the
payment thereof to be accelerated or payable prior to its stated maturity; and
(iii) as to which the lenders have been notified in writing that they will not
have any recourse to the stock or assets of the Company or any of its
Subsidiaries.

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

            "Notes" means the securities that are issued under this Indenture,
as amended or supplemented from time to time pursuant to this Indenture.

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


                                       13
<PAGE>   19
Financial Officer or any Treasurer or Assistant 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.

            "Participant" means, with respect to DTC, Euroclear or Cedel, a
Person who has an account with DTC, Euroclear or Cedel, respectively (and, with
respect to DTC, shall include Euroclear and Cedel).

            "Permitted Indebtedness" means:

                  (i) Indebtedness (plus interest, premium, fees and other
      obligations associated therewith) of the Company or any Guarantor arising
      under or in connection with the New Credit Facility of up to $200,000,000;

                  (ii) Indebtedness under the Notes and the Guarantees;

                  (iii) Indebtedness outstanding on the Issue Date after giving
      effect to the application of the proceeds of this Offering (including
      repayment of all obligations under the Existing Credit Agreement);

                  (iv) Hedging Obligations of the Company or any Subsidiary;

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

                  (vi) (a) Purchase Money Indebtedness, (b) Capital Lease
      Obligations, and (c) Indebtedness incurred in connection with an Asset
      Acquisition (including Acquired Indebtedness), in each case incurred by
      the Company or any Subsidiary, in an aggregate principal amount
      outstanding at any time not to exceed $25,000,000;

                  (vii) Indebtedness constituting an agreement or commitment to
      pay a dividend that has been declared or otherwise to make a payment or
      distribution as described in Section 4.07(b)(i);

                  (viii) Indebtedness in connection with one or more letters of
      credit, guarantees, bid, surety or performance bonds, or other
      reimbursement obligations or banker's acceptances, in each case issued in
      the ordinary course of business and not in connection with the borrowing
      of money or the obtaining of advances or credit;


                                       14
<PAGE>   20
                  (ix) additional Indebtedness of the Company or any Subsidiary
      (which may be Indebtedness under the New Credit Facility) in an aggregate
      principal amount outstanding at any time not to exceed $15,000,000; and

                  (x) Refinancing Indebtedness.

            "Permitted Investments" means, for any Person, Investments made on
or after the Issue Date 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 or a Subsidiary of such Person becomes a
      Subsidiary of the Company or (z) such Person or a Subsidiary of 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 Subsidiary thereof and (2) after giving effect to such
      Investment, the Company is in compliance with Section 4.15, and (C) Net
      Investments in any Persons primarily engaged or preparing to engage in the
      business conducted by the Company and its Subsidiaries as of the Issue
      Date or any other business determined by the Company's Board of Directors,
      in good faith, to be reasonably related thereto; provided, however, that
      the aggregate amount of all such Net Investments made pursuant to this
      clause (C), shall not exceed at any one time outstanding 10.0% of the
      Consolidated Total Assets of the Company as reflected on the most recent
      balance sheet delivered by the Company to the Trustee;

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

                  (iv) advances to employees, officers, and directors in the
      ordinary course of business not to exceed an aggregate of $1,000,000
      outstanding at any one time;

                  (v) Investments under or pursuant to Hedging Obligations;

                  (vi) an Investment that is made by the Company or a Subsidiary
      thereof in the form of any Equity Interests, Indebtedness or other assets
      received as partial consideration for the consummation of a transaction
      that is otherwise permitted under Section 4.20;

                  (vii) Investments in the Notes otherwise permitted under this
      Indenture;

                  (viii) Investments existing on the Issue Date;


                                       15
<PAGE>   21
                  (ix) any Investment acquired solely in exchange for, by
      conversion of, or out of the net cash proceeds of, the issuance of Equity
      Interests (other than Disqualified Equity Interests) of the Company;

                  (x) stocks, obligations or other securities received in
      settlement of debts (including, without limitation, under any bankruptcy
      or other similar proceeding) owing to the Company or any of its
      Subsidiaries as a result of foreclosure, perfection, enforcement, or
      settlement of any Indebtedness or Liens in favor of the Company or a
      Subsidiary; and

                  (xi) guarantees not prohibited by Section 4.06 or Section
      4.10.

            "Permitted Liens" means, without duplication, (i) Liens existing on
the Issue Date, (ii) Liens in favor of the Company or any Subsidiary thereof,
(iii) Liens on the Equity Interests or 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, or such property is
acquired by the Company or a Subsidiary; 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 (whether contractual, statutory or
constitutional in nature) 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, (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
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund, the cost (including commissions, sales
and excise taxes, installation and delivery charges and other direct costs of,
and other direct expenses paid or charged in connection with, such purchase or
construction and such financing) 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 accessions, substitutions or improvements on, 


                                       16
<PAGE>   22
and proceeds from, such item, (ix) Liens securing Capital Lease Obligations
permitted to be incurred under this Indenture; provided, however, that such Lien
does not extend to any property other than that subject to the underlying lease,
(x) Liens to secure Indebtedness incurred pursuant to clause (vi) of the
definition of Permitted Indebtedness; provided, however, that (a) any such Lien
is created solely for the purpose of securing such Indebtedness, (b) the
principal amount of the Indebtedness secured by such Lien does not exceed 100%
of the purchase price for the Property acquired and (c) such Lien does not
extend to or cover any Property other than the Property acquired and any
proceeds therefrom, (xi) Liens pursuant to leases and subleases of real property
which do not interfere with the ordinary conduct of the business of the Company
or any of its Subsidiaries and which are made on customary and usual terms
applicable to similar properties and do not extend to any property of the
Company or a Subsidiary other than the personal property located on such real
property, (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 arising under this Indenture in
favor of the Trustee for its own benefit or for the benefit of the Holders,
(xiv) Liens resulting from the deposit of funds or government securities in
trust for the purpose of decreasing or defeasing Indebtedness of the Company and
its Subsidiaries so long as such deposit of funds or government securities and
such decreasing or defeasing of Indebtedness are permitted under Section 4.07,
(xv) Liens constituting licenses not otherwise prohibited under the terms of
this Indenture, (xvi) setoff, chargeback and other rights of depository and
collecting banks and other regulated financial institutions with respect to
money or instruments of the Company or its Subsidiaries on deposit with or in
the possession of such institutions, (xvii) any interest or title of a lessor in
the property subject to any Capital Lease Obligation permitted under this
Indenture or any operating lease, (xviii) Liens on Equity Interests of
Unrestricted Subsidiaries, (xix) judgment or attachment Liens not giving rise to
an Event of Default, (xx) any Lien arising under a contract entered into by the
Company or any of its Subsidiaries to the extent such contract requires the
Company or such Subsidiary to lease equipment at a fair market rental rate to
the counterparty under such contract upon the occurrence of a default by the
Company or such Subsidiary, (xxi) Liens in connection with Sale and Lease-Back
Transactions otherwise permitted under the Indenture, and (xxii) Liens to secure
Indebtedness in an aggregate amount not in excess of $2,000,000 at any one time
outstanding and that (a) are not incurred in connection with the borrowing of
money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (b) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or any Subsidiary.

            "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).

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


                                       17
<PAGE>   23
dividends, distributions or liquidation proceeds of such Person over the holders
of any other Equity Interest issued by such Person.

            "Private Placement Legend" means the legend set forth in Section
2.06(g)(i).

            "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.

            "Public Equity Offering" means, with respect to any Person, a public
offering by such Person of some or all of its Common Equity Interests other than
Disqualified Equity Interests (however designated and whether voting or
non-voting) and any and all rights, warrants or options to acquire such Equity
Interests.

            "Purchase Money Indebtedness" means Indebtedness incurred to finance
the purchase price of Property (including Indebtedness existing at the time such
Property was acquired if such Indebtedness was assumed in connection with such
acquisition); provided that the principal amount of such Indebtedness does not
exceed 100% of the purchase price of such Property.

            "Qualified Institutional Buyer" or "QIB" shall have the meaning
specified in Rule 144A promulgated under the Securities Act.

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

            "Refinancing Indebtedness" means Indebtedness that refunds,
refinances, renews, or replaces ("refinances") 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 Notes or the Guarantees, as
applicable, to at least the same extent as the Indebtedness being refinanced, if
at all, (ii) the Refinancing Indebtedness is scheduled to mature either (a) no
earlier than the Indebtedness being refinanced, or (b) after the maturity date
of the Notes, (iii) except where such Refinancing Indebtedness is Attributable
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 refinanced, (iv)
except where such Refinancing Indebtedness is Attributable Indebtedness, such
Refinancing Indebtedness is in an aggregate principal amount that is less than
or equal to the aggregate principal or accreted amount (in the case of any
Indebtedness issued with original issue discount, as such) then outstanding
under the Indebtedness being refinanced plus the amount of all fees and expenses
(including premiums and penalties) associated with such refinancing), and (v)
such Refinancing Indebtedness is incurred by the same Person that initially
incurred the Indebtedness being 


                                       18
<PAGE>   24
refinanced, except that the Company or a Guarantor may incur Refinancing
Indebtedness to refinance Indebtedness of the Company or any Guarantor.

            "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 11, 1998, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

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

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

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

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

            "Restricted 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 Subsidiary thereof (including, without
limitation, any payment in connection with any merger or consolidation including
the Company) or any payment made to the direct or indirect holders (in their
capacities as such) of Equity Interests of the Company or any Subsidiary or
Affiliate thereof (other than (a) dividends or distributions payable solely in
Equity Interests of the Company (other than Disqualified Equity Interests) or in
options, warrants or other rights to purchase Equity Interests of the Company
(other than Disqualified Equity Interests) or (b) 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
Interests of the Company or any Subsidiary or Affiliate 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 (except, if no
Default or Event of Default is continuing or would result therefrom, any such
payment, purchase, defeasance, repurchase, redemption, or other acquisition or
retirement for value made (a) out of Excess Proceeds available for general
corporate purposes if (1) such payment or other action is required by this
Indenture or other agreement or instrument pursuant to which such Subordinated
Indebtedness was issued and (2) the Company has purchased all Notes and other
Senior Indebtedness properly tendered pursuant to an Asset Sale Offer required
under Section 4.20 or (b) upon the occurrence of a Change of Control if (1) such
payment or other action is required by this Indenture or other agreement or
instrument pursuant to which such Subordinated Indebtedness was issued and (2)
the Company has purchased all Notes and other Senior Indebtedness properly
tendered pursuant to the Change of Control Offer resulting from such Change of
Control), or (iv) the making of any Restricted 


                                       19
<PAGE>   25
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.

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

            "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 (i) property 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) constitutes an Asset Sale
permitted under Section 4.20.

            "SEC" means the Securities and Exchange Commission.

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

            "Senior Indebtedness" means Indebtedness of any Person which is not
Subordinated Indebtedness.

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

            "Significant Subsidiary" shall have the meaning set forth in Rule
1-02 of Regulation S-X promulgated by the Commission.

            "Subordinated Indebtedness" means Indebtedness of the Company or any
Guarantor which is expressly subordinated in right of payment to the Notes or a
Guarantee, as the case may be.

            "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. An Unrestricted Subsidiary may be
designated as a Subsidiary at any time by the Company by written notice to the
Trustee; provided, however, that (i) no Default or Event of Default shall have
occurred and be continuing or would arise therefrom and (ii) if such
Unrestricted Subsidiary is an obligor of any Indebtedness, any such designation
shall be deemed to be an incurrence as of the 


                                       20
<PAGE>   26
date of such designation by the Company of such Indebtedness and immediately
after giving effect to such designation, the Company could incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
4.06.

            "Temporary Cash Investments" means (i) United States dollars, (ii)
any evidence of Indebtedness issued or directly and fully guaranteed or insured
by the United States government or any agency or instrumentality thereof
(provided the full faith and credit of the United States government is behind
such obligation) having maturities of not more than six months from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of six months or less from the date of acquisition, demand deposits,
bankers' acceptances with maturities not exceeding six months, and overnight
bank deposits, in each case with any domestic commercial bank that is a member
of the Federal Reserve System and having capital and surplus in excess of $500.0
million, or whose short-term debt has the highest rating obtainable from Moody's
Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group ("S&P"),
(iv) any money market deposit account issued or offered by a domestic commercial
bank that is a member of the Federal Reserve System and having capital and
surplus in excess of $500.0 million, or whose short-term debt has the highest
rating obtainable from Moody's or S&P, (v) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clauses (ii) and (iii) above entered into with any financial institution meeting
the qualifications specified in clause (iii) above, (vi) commercial paper having
the highest rating obtainable from Moody's or S&P, and in each case maturing
within 180 days after the date of acquisition, and (vii) investments in money
market funds having assets in excess of $500.0 million, consisting solely of
investments of the types described in (i) through (vi) above.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the Issue Date (except as provided
in Section 8.03 hereof).

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

            "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 


                                       21
<PAGE>   27
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 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.

            "Unrestricted Certificated Note" means one or more Certificated
Notes that do not bear and are not required to bear the Private Placement
Legend, do not contain Paragraph 1(b) of the form of Note attached hereto as
Exhibit A, and the principal of which does not accrue Liquidated Damages.

            "Unrestricted Global Note" means a permanent global Note in the form
of Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing Notes that do not bear the Private Placement Legend, do
not contain Paragraph 1(b) of form of Note attached hereto as Exhibit A, and the
principal of which does not accrue Liquidated Damages.

            "Unrestricted Subsidiary" means any Subsidiary of the Company which
shall have been designated as an Unrestricted Subsidiary in accordance with this
Indenture. An Unrestricted Subsidiary may be designated as a Subsidiary at a
later date in the manner provided in the definition of "Subsidiary" above.

            "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.

            "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date the number of years obtained by dividing (i) the sum of
the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment 


                                       22
<PAGE>   28
at final maturity, in respect thereof, by (b) the number of years (calculated to
the nearest one-twelfth) that will elapse between such date and the making of
such payment, by (ii) the then outstanding principal amount of such
Indebtedness.

            "Wholly Owned Subsidiary" means any Subsidiary, all of the
outstanding Equity Interests (except directors' qualifying shares or shares
required to be held by foreign nationals, in each case to the extent mandated by
applicable law) of which are owned, directly or indirectly, by the Company.

Section 1.02.  Other Definitions.

            The definitions of the following terms may be found in the sections
indicated as follows:

            Term                                Defined in Section
            ----                                ------------------

            "Affiliate Transaction".......................... 4.08
            "Agent Members"...................................2.01
            "Bankruptcy Law"..................................6.01
            "Base Period......................................4.07
            "Business Day"...................................11.08
            "Change of Control Offer".........................4.19
            "Change of Control Payment Date"..................4.19
            "Change of Control Purchase Price"................4.19
            "Covenant Defeasance".............................9.03
            "Custodian".......................................6.01
            "DTC".............................................2.03
            "Event of Default"................................6.01
            "Excess Proceeds".................................4.20
            "Excess Proceeds Offer"...........................4.20
            "Exchange Securities".............................2.02
            "Global Notes"....................................2.01
            "Legal Defeasance"................................9.02
            "Legal Holiday"..................................11.08
            "Other Consideration".............................4.20
            "Noteholder" ("Holder") ..........................1.01
            "Paying Agent"....................................2.03
            "Physical Notes"..................................2.12
            "Private Exchange"................................2.02
            "Private Exchange Securities".....................2.02
            "Registrar".......................................2.03
            "Reinvestment Dates"..............................4.20
            "Required Filing Date"............................4.02
            "Subsidiary Indebtedness".........................4.10


                                       23
<PAGE>   29
Section 1.03.  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 Notes.

            "indenture securityholder" means a Noteholder.

            "indenture to be qualified" means this Indenture.

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

            "obligor on this Indenture securities" means the Company, the
Guarantors or any other obligor on the 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.

Section 1.04.  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; and

            (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.


                                       24
<PAGE>   30
                                   ARTICLE 2.

                                    THE NOTES

Section 2.01.  Dating; Incorporation of Form in Indenture.

            The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

            The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture and the 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. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

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

            The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be
applicable to transfers of beneficial interests in the Regulation S Restricted
Global Notes and the Unrestricted Global Notes, in the form of Exhibit A hereto
("Global Notes") that are held by the Members of, or participants in, the
Depositary ("Agent Members") through Euroclear or Cedel Bank.

Section 2.02.  Execution and Authentication.

            The 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.


                                       25
<PAGE>   31
            If an Officer whose signature is on a Note no longer holds that
office at the time the Trustee authenticates the Note or at anytime thereafter,
the Note shall be valid nevertheless.

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

            The Trustee or an authenticating agent shall authenticate Notes for
original issue in the aggregate principal amount of $150,000,000 upon a Company
Request. The aggregate principal amount of Notes outstanding at any time may not
exceed such amount except as provided in Section 2.07 hereof. Upon receipt of
the Company Request and an Officers' Certificate certifying that the
registration statement relating to the exchange offer specified in the
Registration Rights Agreement is effective or that the conditions precedent to a
Private Exchange (as defined in the Registration Rights Agreement) thereunder
have been met, the Trustee shall authenticate Notes in an aggregate principal
amount not to exceed $150,000,000 for issuance in exchange for all Notes
previously issued and tendered for exchange pursuant to an exchange offer
registered under the Securities Act or pursuant to a Private Exchange. Exchange
Securities (as defined in the Registration Rights Agreement) or Private Exchange
Securities (as defined in the Registration Rights Agreement) may have such
distinctive series designations and such changes in the form thereof as are
specified in the Company Request referred to in the preceding sentence. The
Notes shall be issuable only in registered form without coupons and only in
denominations of $1,000 and integral multiples thereof.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless limited by the terms of such appointment,
an authenticating agent may authenticate Notes whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. Such authenticating agent shall have the same
right as the Trustee in dealing with the Company or an Affiliate.
Notwithstanding the foregoing, only the Trustee may authenticate any replacement
Note authenticated pursuant to Section 2.07.

Section 2.03.  Registrar and Paying Agent.

            The Company shall appoint a registrar, which shall maintain an
office or agency where Notes may be presented for registration of transfer or
for exchange ("Registrar"), and a paying agent, which shall maintain an office
or agency where 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 Notes and this Indenture may be served, each located in the City
and State of New York. The Registrar shall keep a register of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars
and one or more additional paying agents. Neither the Company nor any Affiliate
may act as Paying Agent. The Company may change any Paying Agent, Registrar or
co-registrar without notice to any Noteholder.


                                       26
<PAGE>   32
            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 7.07. The Company initially appoints the Trustee as Registrar, Paying
Agent and agent for service of notices and demands in connection with the Notes.

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

Section 2.04.  Paying Agent to Hold Money in Trust.

            On or before each due date of the principal of and interest on any
Notes, the Company shall deposit with the Paying Agent a sum sufficient to pay
such principal and interest so becoming due. Each Paying Agent shall hold in
trust for the benefit of the Noteholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Notes (whether
such money has been paid to it by the Company or any other obligor on the
Notes), and the Company and the Paying Agent shall notify the Trustee of any
default by the Company (or any other obligor on the 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 6.01(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 2.05.  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 in writing on or before the fifth Business Day before each Interest
Payment Date, as of the relevant record date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Noteholders,
including the aggregate principal amount of Notes held by each such Noteholder.

Section 2.06.  Transfer and Exchange.

            Holders of the Notes may transfer or exchange Notes in accordance
with this 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 


                                       27
<PAGE>   33
by law or permitted by this Indenture. The Registrar is not required to transfer
or exchange any Note selected for redemption. Also, the Registrar is not
required to transfer or exchange any Note for a period of 15 days before
selection of the Notes to be redeemed.

            (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Certificated Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary or (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Certificated Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Certificated Notes shall be issued in
such names as the Depositary or the Company shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

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

                  (i) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of any restricted period under applicable
      law, transfers of beneficial interests in the Regulation S Global Note may
      not be made to a U.S. Person or for the account or benefit of a U.S.
      Person (other than an Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred only to Persons who take
      delivery thereof in the form of a beneficial interest in an Unrestricted
      Global 


                                       28
<PAGE>   34
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
      in Global Notes. In connection with all transfers and exchanges of
      beneficial interests (other than a transfer of a beneficial interest in a
      Global Note to a person who takes delivery thereof in the form of a
      beneficial interest in the same Global Note), the transferor of such
      beneficial interest must delivery to the Registrar either (A)(1) a written
      order from a Participant or an Indirect Participant given to the
      Depositary in accordance with the Applicable Procedures directing the
      Depositary to credit or cause to be credited a beneficial interest in
      another Global Note in an amount equal to the beneficial interest to be
      transferred or exchanged and (2) instructions given in accordance with the
      Applicable Procedures containing information regarding the Participant
      account to be credited with such increase or (B)(1) a written order from a
      Participant or an Indirect Participant given to the Depositary in
      accordance with the Applicable Procedures directing the Depositary to
      cause to be issued a Certificated Note in an amount equal to the
      beneficial interest to be transferred or exchanged and (2) instructions
      given by the Depositary to the Registrar containing information regarding
      the Person in whose name such Certificated Note shall be registered to
      effect the transfer or exchange referred to in (1) above. Upon an Exchange
      Offer by the Company in accordance with Section 2.06(f) hereof, the
      requirements of this Section 2.06(b)(ii) shall be deemed to have been
      satisfied upon receipt by the Registrar of the instructions contained in
      the Letter of Transmittal delivered by the Holder of such beneficial
      interests in the Restricted Global Notes. Upon satisfaction of all of the
      requirements for transfer or exchange of beneficial interests in Global
      Notes contained in this Indenture, the Notes and otherwise applicable
      under the Securities Act, the Trustee shall adjust the principal amount of
      the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

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

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

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


                                       29
<PAGE>   35
                        (C) if the transferee will take delivery in the form of
            a beneficial interest in the IAI Global Note, then the transferor
            must deliver a certificate in the form of Exhibit B hereto,
            including the certifications and certificates and an Opinion of
            Counsel required by item (3) thereof, if applicable.

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

                        (A) such exchange or transfer is effected pursuant to
            the Exchange Offer in accordance with the Registration Rights
            Agreement and the Holder of the beneficial interest to be
            transferred, in the case of an exchange, or the transferee, in the
            case of a transfer, is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

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

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

                        (D) the Registrar receives the following:

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

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

                              (3) in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Registrar to the effect that such exchange
                  or 


                                       30
<PAGE>   36
                  transfer is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act.

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

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

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

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

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

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

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

                        (D) if such beneficial interest is being transferred
            pursuant to an exemption from the registration requirements of the
            Securities Act in accordance with Rule 144 under the Securities Act,
            a certificate to the effect set forth in Exhibit B hereto, including
            the certifications in item (1)(a) thereof;

                        (E) if such beneficial interest is being transferred to
            an Institutional Accredited Investor in reliance on an exemption
            from the registration requirements of the Securities Act other than
            those listed in 


                                       31
<PAGE>   37
            subparagraphs (C) through (D) above, a certificate to the effect set
            forth in Exhibit B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3) thereof, if
            applicable;

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

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

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

                  (ii) Notwithstanding 2.06(c)(i) hereof, a Holder of a
      beneficial interest in a Restricted Global Note may exchange such
      beneficial interest for an Unrestricted Certificated Note or may transfer
      such beneficial interest to a Person who takes delivery thereof in the
      form of an Unrestricted Certificated Note only if:

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

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

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


                                       32
<PAGE>   38
                        (D) the Registrar receives the following:

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

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

                              (3) in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Company, to the effect that such exchange or
                  transfer is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act.

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


                                       33
<PAGE>   39
            (d)   Transfer and Exchange of Certificated Notes for Beneficial
Interests.

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

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

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

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

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

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

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

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

the Trustee shall cancel the Certificated Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted 


                                       34
<PAGE>   40
Global Note, in the case of clause (B) above, the 144A Global Note, in the case
of clause (C) above, the Regulation S Global Note, and in all other cases, the
IAI Global Note.

                  (ii) A Holder of a Restricted Certificated Note may exchange
      such Note for a beneficial interest in an Unrestricted Global Note or
      transfer such Restricted Certificated Note to a Person who takes delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note only if:

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

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

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

                        (D) the Registrar receives the following:

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

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

                              (3) in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Company to the effect that such exchange or
                  transfer is in compliance with the Securities Act, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such Certificated
                  Notes are being exchanged or transferred in compliance with
                  any applicable blue sky securities laws of any State of the
                  United States.


                                       35
<PAGE>   41
      Upon satisfaction of the conditions of any of the subparagraphs in this
      Section 2.06(d)(ii), the Trustee shall cancel the Certificated Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

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

            If any such exchange or transfer from a Certificated Note to a
beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an authentication order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of beneficial interests transferred pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above.

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

                  (i) Restricted Certificated Notes may be transferred to and
      registered in the name of Persons who take delivery thereof if the
      Registrar receives the following:

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

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

                        (C) if the transfer will be made pursuant to any other
            exemption from the registration requirements of the Securities Act,
            then the transferor must deliver a certificate in the form of
            Exhibit B hereto, 


                                       36
<PAGE>   42
            including the certifications, certificates and Opinion of Counsel
            required by item (3) thereof, if applicable.

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

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

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

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

                        (D) the Registrar receives the following:

                              (1) if the Holder of such Restricted Certificated
                  Notes proposes to exchange such Notes for an Unrestricted
                  Certificated Note, a certificate from such Holder in the form
                  of Exhibit C hereto, including the certifications in item
                  (1)(a) thereof;

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

                              (3) in each such case set forth in this
                  subparagraph (D), an Opinion of Counsel in form reasonably
                  acceptable to the Company to the effect that such exchange or
                  transfer is in compliance with the Securities Act, that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are not required in order to maintain
                  compliance with the Securities Act, and such Restricted
                  Certificated Note is being exchanged or transferred in
                  compliance with any applicable blue sky securities laws of any
                  State of the United States.


                                       37
<PAGE>   43
                  (iii) A Holder of Unrestricted Certificated Notes may transfer
      such Notes to a Person who takes delivery thereof in the form of an
      Unrestricted Certificated Note. Upon receipt of a request for such a
      transfer, the Registrar shall register the Unrestricted Certificated Notes
      pursuant to the instructions from the Holder thereof. Unrestricted
      Certificated Notes cannot be exchanged for or transferred to Persons who
      take delivery thereof in the form of a Restricted Certificated Note.

            (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an authentication order in accordance with the Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by persons that
are not (x) broker-dealers, (y) Persons participating in the distribution of the
Exchange Notes or (z) Persons who are affiliates (as defined in Rule 144) of the
Company and accepted for exchange in the Exchange Offer and (ii) Certificated
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Certificated Notes accepted for exchange in the Exchange Offer.
Concurrent with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company and the Guarantors shall execute and the
Trustee shall authenticate and deliver to the Persons designated by the Holders
of Certificated Notes so accepted Certificated Notes in the appropriate
principal amount.

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

                  (i)   Private Placement Legend.

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

            "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
      OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS
      AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
      TRANSFERRED EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
      ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
      INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR
      (B) IT IS A NON-U.S. PERSON THAT IS OUTSIDE THE UNITED STATES; (2) AGREES
      THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO
      THE COMPANY, (B) TO A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
      144A IN A TRANSACTION IN COMPLIANCE WITH 


                                       38
<PAGE>   44
      RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL "ACCREDITED
      INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
      UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
      TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
      RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF
      WHICH CAN BE OBTAINED FROM THE TRUSTEE), (D) PURSUANT TO THE EXEMPTION
      FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
      AVAILABLE), (E) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A "U.S.
      PERSON" AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (F)
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
      SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
      DISPOSITION OF SUCH HOLDER'S PROPERTY OR THE PROPERTY OF SUCH ACCOUNT AT
      ALL TIMES BE WITHIN ITS CONTROL AND TO COMPLIANCE WITH APPLICABLE
      SECURITIES LAWS OF ANY JURISDICTION; AND (3) AGREES THAT IT WILL DELIVER
      TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY
      TO THE EFFECT OF THE TRANSFER RESTRICTIONS SET FORTH IN THIS LEGEND. IN
      CONNECTION WITH ANY TRANSFER OF ANY CERTIFICATED SECURITY, THE HOLDER MUST
      CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE OF SUCH CERTIFICATED
      SECURITY RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH
      CERTIFICATED SECURITY TO THE TRUSTEE. IF ANY PROPOSED TRANSFEREE IS AN
      INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
      TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS,
      LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY
      REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT OR APPLICABLE SECURITIES LAWS OF ANY
      JURISDICTION. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
      REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE
      FOREGOING RESTRICTIONS."

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


                                       39
<PAGE>   45
                  (ii)  Global Note Legend.  Each Global Note shall bear a
      legend in substantially the following form:

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

            (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Certificated Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.10 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Certificated
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee or by the Depositary at the direction of the Trustee, to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note, by the Trustee or by the
Depositary at the direction of the Trustee, to reflect such increase. If
appropriate, in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Global Notes in an aggregate principal amount equal to
the principal amount of beneficial interests so transferred.

            (i)   General Provisions Relating to Transfers and Exchanges.

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

                  (ii) No service charge shall be made to a Holder of a
      beneficial interest in a Global Note or to a Holder of a Certificated Note
      for any registration of transfer or exchange, but the Company may require
      payment of a sum sufficient to cover any transfer tax or similar
      governmental charge payable in connection therewith.


                                       40
<PAGE>   46
                  (iii) The Registrar shall not be required to register the
      transfer of or exchange any Note selected for redemption in whole or in
      part, except the unredeemed portion of any Note being redeemed in part.

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

                  (v) The Company shall not be required (A) to issue, to
      register the transfer of or to exchange Notes during a period beginning at
      the opening of business 15 days before the day of any selection of Notes
      for redemption under Section 3.02 hereof and ending at the close of
      business on the day of selection, (B) to register the transfer of or to
      exchange any Note so selected for redemption in whole or in part, except
      the unredeemed portion of any Note being redeemed in part or (C) to
      register the transfer of or to exchange a Note between a record date and
      the next succeeding Interest Payment Date.

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

                  (vii) The Trustee shall authenticate Global Notes and
      Certificated Notes in accordance with the provisions of Section 2.02
      hereof.

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

                  (ix) Neither the Company nor the Trustee will be liable for
      any delay by the Global Note Holder or the Depositary in identifying the
      beneficial owners of Notes and the Company and the Trustee may
      conclusively rely on, and will be protected in relying on, instructions
      from the Global Note Holder or the Depositary for all purposes.

Section 2.07.  Replacement Notes.

            If a mutilated Note is surrendered to the Registrar or Trustee or if
the Holder of a Note presents evidence to the satisfaction of the Company and
the Trustee that the Note has been lost, destroyed or wrongfully taken and of
the ownership thereof, the Company shall issue and the Trustee shall
authenticate a replacement Note if the Holder of such Note furnishes to the
Company and the Trustee evidence reasonably acceptable to them of the ownership
and destruction, loss or theft of such Note. An indemnity bond may be required
by the Company or the Trustee that is sufficient in the 


                                       41
<PAGE>   47
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 Note is replaced. The
Company and the Trustee each may charge for its expenses (including reasonable
attorneys' fees and expenses) in replacing a Note. Every replacement Note is an
additional obligation of the Company.

Section 2.08.  Outstanding Notes.

            Notes outstanding at any time are all Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
and those described in this Section 2.08 as not outstanding.

            If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding until the Company and the Trustee receive proof satisfactory to each
of them that the replaced 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 the Maturity Date
money sufficient to pay the principal of, premium, if any, and all accrued
interest with respect to 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 Notes cease to be outstanding and
interest on them ceases to accrue.

            Subject to Section 11.06, a Note does not cease to be outstanding
solely because the Company or an Affiliate holds the Note.

Section 2.09.  Temporary Notes.

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

Section 2.10.  Cancellation.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee
shall cancel and shall destroy (subject to the record-retention requirements of
the Exchange Act) or, upon written request of the Company, return to the Company
all Notes surrendered for transfer, exchange, payment or cancellation. If such
Notes are destroyed, upon written request of the Company, the Trustee shall
deliver a certificate of destruction to the Company. Subject to Section 2.07
hereof, the Company may not issue new Notes to replace Notes in respect of which
it has previously paid all principal, premium and interest accrued thereon, or
delivered to the Trustee for cancellation.


                                       42
<PAGE>   48
Section 2.11.  Defaulted Interest.

            If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted amounts, plus (to the extent permitted by law) any
interest payable on defaulted amounts pursuant to Section 4.01 hereof, to the
Persons who are Noteholders on a subsequent special record date. The Company
shall fix the special record date and payment date in a manner satisfactory to
the Trustee and provide the Trustee at least twenty 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 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, on each Interest Payment
Date and the Maturity Date, the Company shall have deposited with the Paying
Agent in New York, New York, or such other location as shall be designated by
the Paying Agent, in immediately available funds money sufficient to make cash
payments, if any (including, without limitation, Liquidated Damages, if any),
due on such Interest Payment Date or Maturity Date, as the case may be, in a
timely manner which permits the Trustee to remit payment to the Holders on such
Interest Payment Date or Maturity Date, as the case may be. Payments in respect
of the Global Notes (including principal, premium, interest and Liquidated
Damages, if any) shall be made by wire transfer of immediately available funds
to the accounts specified by the Holder of such Global Note. With respect to
Certificated Notes, the Company will make all payments of principal, premium,
interest and Liquidated Damages, if any, by wire transfer of immediately
available funds to the accounts specified by the Holders thereof or, if no such
account is specified, by mailing a check to each such Holder's registered
address.

Section 2.13.  CUSIP Number.

            The Company in issuing the Notes may use a "CUSIP" number (or
numbers), and if so, the Trustee shall 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 Notes, and that
reliance may be placed only on the other identification numbers printed on the
Notes. The Company will promptly notify in writing the Trustee of any such CUSIP
number used by the Company in connection with the Notes and any change in such
CUSIP number.

Section 2.14.  Wire Payments to Holders.

            Notwithstanding any provisions of this Indenture and the Notes to
the contrary, at the request of a Holder, all payments with respect to any of
the Notes, may be made by the Paying Agent upon receipt from the Company of
immediately available 


                                       43
<PAGE>   49
funds prior to 11:30 a.m., New York City time, directly to the Holder of such
Note by wire transfer of immediately available funds to the accounts specified
by the Holder; provided, however, that no such payment in immediately available
funds shall be made to any Holder of Certificated Notes under this Section 2.14
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 Note to the Trustee in
exchange for a Note or Notes aggregating the same principal amount as the
unredeemed principal amount of the Notes surrendered. The Trustee shall be
entitled to rely on the last instruction delivered by the Holder pursuant to
this Section 2.14 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 this Section 2.14 or which the Paying
Agent may incur as a result of making any payment in accordance with this
Section 2.14, other than acts or omissions constituting negligence, gross
negligence or willful misconduct.

                                   ARTICLE 3.

                                   REDEMPTION

Section 3.01.  Notices to Trustee.

            If the Company elects to redeem Notes pursuant to Section 3.07
hereof, (i) at least 60 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 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 3.07 hereof, as
appropriate.

Section 3.02.  Selection by Trustee of Notes to be Redeemed.

            In the event of redemption of fewer than all of the Notes, the
Trustee shall select pro rata, by lot or in such other manner as it shall deem
fair and equitable, the Notes to be redeemed. No Notes of $1,000 or less shall
be redeemed in part. Subject to the limitations described herein, the Notes will
be redeemable in whole or in part upon not less than 30 nor more than 60 days'
prior written notice, mailed by first class mail to a Holder's last address as
it shall appear on the register maintained by the Registrar of the Notes.
Notices of redemption may not be conditional. If any Note is to be redeemed in
part only, the notice of redemption that relates to such Note shall state the
portion of the principal amount thereof to be redeemed. A new Note, in a
principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Note. After any
redemption date, unless the Company shall default in the payment of the
redemption price, interest will cease to accrue on the Notes or portions thereof
called for redemption.


                                       44
<PAGE>   50
Section 3.03.  Notice of Redemption.

            At least 30 days, but no more than 60 days, before a Redemption
Date, the Company shall mail, or cause to be mailed, a notice of redemption by
first-class mail to each Holder of Notes to be redeemed at his or her last
address as the same appears on the registry books maintained by the Registrar
pursuant to Section 2.03 hereof.

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

            (1) the Redemption Date;

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

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

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

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

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

            (7) the paragraph of Section 3.07 hereof pursuant to which the Notes
called for redemption are being redeemed; and

            (8) the aggregate principal amount of 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 3.04.  Effect of Notice of Redemption.

            Once the notice of redemption described in Section 3.03 is mailed,
Notes called for redemption become due and payable on the Redemption Date and at
the redemption price, including any premium, plus interest (and Liquidated
Damages, if any) accrued to the Redemption Date. Upon surrender to the Paying
Agent, such Notes shall be paid at the redemption price, including any premium,
plus interest (and Liquidated Damages, if any) 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 


                                       45
<PAGE>   51
Date, the accrued interest (and Liquidated Damages, if any) shall be payable to
the Holder of the redeemed 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 (or Liquidated
Damages, if any) shall accrue for the period from such Redemption Date to such
succeeding Business Day.

Section 3.05.  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 (and
Liquidated Damages, if any) on all Notes to be redeemed on that date other than
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 (and Liquidated Damages, if any) on
Notes called for redemption shall have been made available in accordance with
the preceding paragraph, the Notes called for redemption will cease to accrue
interest (and Liquidated Damages, if any) and the only right of the Holders of
such Notes will be to receive payment of the redemption price of and, subject to
the first proviso in Section 3.04, accrued and unpaid interest (and Liquidated
Damages, if any) on such Notes to the Redemption Date. If any Note called for
redemption shall not be so paid, interest (and Liquidated Damages, if any) will
be paid, from the Redemption Date until such redemption payment is made, on the
unpaid principal of the Note, premium, if any (and Liquidated Damages, if any),
and interest, if any, not paid on such unpaid principal, in each case, at the
rate and in the manner provided in the Notes.

Section 3.06.  Notes Redeemed in Part.

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

Section 3.07.  Optional Redemption.

            (a) Except as set forth below, the Notes will not be redeemable at
the option of the Company prior to March 15, 2003. Thereafter, the Notes will be
redeemable at any time, and from time to time, at the option of the Company, in
whole or in part, at the following redemption prices (expressed as a percentage
of principal amount), together, in each case, with accrued and unpaid interest
and Liquidated Damages, if any, to the redemption date, if redeemed during the
twelve-month period beginning on March 15, of each year listed below:


                                       46
<PAGE>   52
             ---------------------------------------
             YEAR               PERCENTAGE
             ---------------------------------------
             2003               103.938%
             ---------------------------------------
             2004               102.625%
             ---------------------------------------
             2005               101.313%
             ---------------------------------------
             2006               100.00%
             ---------------------------------------

            (a) Notwithstanding the foregoing, at any time prior to March 15,
2001, the Company may redeem up to an aggregate of $52,000,000 in principal
amount of Notes at a redemption price equal to 107.875% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the Redemption Date with the net cash proceeds of one or more Public
Equity Offerings; provided that at least $98,000,000 in principal amount of
Notes remains outstanding immediately following each such redemption and that
any such redemption occurs within 90 days following the closing of any such
Public Equity Offering.

Section 3.08.  Mandatory Redemption.

            Except as set forth under Sections 4.19 and 4.20 hereof, the Company
is not obligated to make any mandatory redemption of or sinking fund payments
with respect to the Notes.

                                   ARTICLE 4.

                                    COVENANTS

Section 4.01.  Payment of Notes.

            The Company shall pay the principal of, premium, if any, and
interest (plus all Liquidated Damages as provided in the Registration Rights
Agreement) on the Notes on the dates and in the manner provided in the Notes and
this Indenture. An installment of principal, interest or Liquidated Damages
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.
All payments hereunder shall be due and payable in New York, New York or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their respective addresses set forth in the register of Holders;
provided that all payments with respect to Notes, the Holders of which have
given wire transfer instructions to the Paying Agent on or prior to the relevant
rcord date will be required to be made by wire transfer of immediately available
funds to the accounts specified by such Holders.

Section 4.02.  Reports.

            (a) 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,
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 five days after each
Required Filing Date (i) transmit by mail to all 


                                       47
<PAGE>   53
Holders, at their addresses appearing in the register of Notes maintained by the
Registrar, (ii) file with the Trustee within five days after the Required Filing
Date, copies (without exhibits) 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 and (iii) make such
information available to securities analysts and prospective investors upon
request. Upon qualification of this Indenture under the TIA, the Company shall
also 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).

            (b) The Company will, upon request, provide to any Holder of Notes
or any prospective transferee of any such Holder or to securities analysts any
information concerning the Company (including financial statements) necessary in
order to permit such Holder to sell or transfer Notes in compliance with Rule
144A under the Securities Act.

Section 4.03.  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 interest on the 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 4.04.  Compliance Certificate.

            (a) The Company shall deliver to the Trustee, on or before 90 days
after the end of the Company's fiscal year and on or before 45 days after the
end of the first, second and third fiscal 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) stating that a review of the activities of the Company during
such fiscal year or fiscal quarter, as the case may be, has been made under the
supervision of the signing Officers with a view to determining whether the
Company and each Guarantor has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge no Default or
Event of Default has occurred (or, if 


                                       48
<PAGE>   54
a Default or Event of Default shall have occurred (whether or not such Default
or Event of Default is continuing) describing all of such Defaults or Events of
Default of which he or she 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) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of,
premium, if any, or interest on the Notes are prohibited or, if such event has
occurred, a description of the event 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 4.02 shall be
accompanied by a written statement of the Company's independent public
accountants (which shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements
nothing has come to its attention which would lead it 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.

            (c) The Company and each Guarantor will, so long as any of the 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 4.05.  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' or
Unrestricted 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 any such Person's 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 which amount, applicability or validity is being
contested in good faith by appropriate negotiations or proceedings and for which
disputed amounts adequate reserves (in the good faith judgment of the Officers
of the Company) have been made.

Section 4.06.  Limitations on Additional Indebtedness and Preferred Equity
               Interests.

            (a) The Company and the Guarantors will not, and will not permit any
of their Subsidiaries to, directly or indirectly, incur any Indebtedness
(including Acquired Indebtedness) other than Permitted Indebtedness; provided,
however, that the Company and the Guarantors may incur Indebtedness (including
Acquired Indebtedness) if (a) 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 


                                       49
<PAGE>   55
application of the proceeds thereof, the Company's Consolidated Fixed Charge
Coverage Ratio would be greater than (i) 2.25 if such Indebtedness is to be
incurred on or before March 31, 2000; and (ii) 2.50 if such Indebtedness is to
be incurred after March 31, 2000; and (b) 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. Notwithstanding any other provision of this
Section 4.06, a guarantee of Indebtedness will not constitute a separate
incurrence of Indebtedness, if the Indebtedness being guaranteed was incurred in
compliance with the terms of this Indenture.

            (b) For purposes of determining compliance with this Section 4.06,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Indebtedness described in the definition thereof or
is otherwise entitled to be incurred pursuant to Section 4.06(a), the Company
shall, in its sole discretion, classify such item of Indebtedness in any manner
that complies with this covenant and such item of Indebtedness will be treated
as having been incurred as so classified.

            (c) Neither the Company nor any Guarantor will issue Subordinated
Indebtedness or Preferred Equity Interests with change of control provisions or
asset sales provisions requiring the payment of such Subordinated Indebtedness
or Preferred Equity Interests prior to the payment in full to the Holders of
Notes that have accepted the Company's Change of Control Offer following a
Change in Control or payment of the Excess Proceeds to Holders of Notes that
have accepted an Excess Proceeds Offer, as the case may be.

Section 4.07.  Limitation on Restricted Payments.

            (a) The Company and the Guarantors will not, and will not permit any
of their Subsidiaries to, directly or indirectly, make any Restricted Payment
unless:

                  (i) 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;

                  (ii) immediately after giving pro forma effect to such
      Restricted Payment, the Company could incur $1.00 of additional
      Indebtedness (other than Permitted Indebtedness) under Section 4.06; and

                  (iii) 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) from the Issue Date to the
      end of the Company's most recently ended fiscal quarter for which internal
      financial statements are available at the time of such Restricted Payment,
      without duplication of any amounts included pursuant to clause (3) below,
      (2) 100% of the aggregate net 


                                       50
<PAGE>   56
      cash proceeds 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
      have been so converted or exercised or exchanged, as the case may be, (3)
      an amount equal to the net cash proceeds received by the Company or any
      Subsidiary from Investments (other than Permitted Investments) made from
      and after the Issue Date in any Person resulting from payments of interest
      on Indebtedness, dividends, repayments of loans or advances, or from the
      net cash proceeds from the sale of any such Investment (except, in each
      case, to the extent any such proceeds are included in the calculation of
      Consolidated Net Income), not to exceed, in each case, the amount of such
      Investments previously made by the Company or any Subsidiary in such
      Person or Subsidiary, (4) in the event an Unrestricted Subsidiary is
      redesignated as a Subsidiary, an amount equal to the lesser of (i) the net
      book value of Investments made in such Unrestricted Subsidiary at the time
      of such designation, (ii) the fair market value of Investments made in
      such Unrestricted Subsidiary at the time of such designation and (iii) the
      original fair market value of Investments made in such Unrestricted
      Subsidiary at the time they were made, and (5) $10,000,000.

            (b) The provisions of this Section 4.07 shall not prohibit (i) the
payment of any dividend within 60 days after the date of declaration thereof, if
at the date of declaration such payment would have complied with the provisions
of this Indenture, (ii) the purchase, redemption or other acquisition or
retirement of any Equity Interests or the making of any principal payment on, or
the purchase, defeasance, repurchase, redemption or other acquisition or
retirement of Subordinated Indebtedness by conversion into, or by or in exchange
for, Equity Interests (other than Disqualified Equity Interests), or out of, the
net cash 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), (iii) the making of any principal payment on, or
the purchase, defeasance, repurchase, redemption or other acquisition or
retirement of Subordinated Indebtedness in exchange for, by conversion into, or
out of the net cash proceeds of, a substantially concurrent sale or incurrence
of Indebtedness (including Disqualified Equity Interests) (other than any
Indebtedness owed to a Subsidiary) of the Company or a Subsidiary that (1) is
contractually subordinated in right of payment to the Notes to at least the same
extent as, and (2) has a final maturity date later than the final maturity date
of, and has a Weighted Average Life to Maturity at least equal to the Weighted
Average Life to Maturity of, the Subordinated Indebtedness being paid,
purchased, defeased, repurchased, redeemed or otherwise acquired or retired,
(iv) the purchase, redemption or other acquisition or retirement of any
Disqualified Equity Interests by conversion into, or by exchange for, shares of
Disqualified Equity Interests, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of
other Disqualified Equity Interests, in each case with a final maturity date
later than the final maturity date of, and with a Weighted Average Life 


                                       51
<PAGE>   57
to maturity (in each case including any security into which such Disqualified
Equity Interest is convertible or for which it is exchangeable at the option of
the holder) at least equal to the Weighted Average Life to Maturity of, the
Disqualified Equity Interest being purchased, redeemed or otherwise acquired or
retired, and (v) the purchase, redemption or other acquisition or retirement for
value of any Equity Interests held by any current or past member of the
Company's (or any of its Subsidiary's) management or board of directors (or the
estate, heirs or legatees of any such individual) pursuant to any management
equity subscription agreement, stock option agreement or other similar agreement
not to exceed $500,000 in any 12 month period; provided, however, that in the
case of the immediately preceding clauses (ii), (iii), (iv) and (v), 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.

            (c) In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date for purposes of clause (iii) of Section 4.07(a),
amounts expended pursuant to clauses (i), (ii) and (v) of Section 4.07(b) shall
be included, but without duplication, in such calculation, and amounts expended
pursuant to clauses (iii) and (iv) thereof shall be excluded.

            (d) For purposes of calculating the net cash proceeds received by
the Company from the issuance or sale of its Equity Interests either upon the
conversion of, or exchange for, Indebtedness of 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, less any payment on account of fractional shares, minus (b) all
expenses incurred in connection with such issuance or sale. For purposes of
calculating the net cash 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 will 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.

            (e) 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 4.07 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.

            (f) Section 4.21(b) contains additional limitations on certain types
of Restricted Payments.


                                       52
<PAGE>   58
Section 4.08.  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 entities in which the Company or any
Subsidiary thereof owns a minority interest) (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; or (iii) 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 $1,000,000 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 its Board of
Directors certifying that such Affiliate Transaction complies with clause (iii)
above. In transactions with a value in excess of $10,000,000 which are not
permitted under clause (i) or (ii) above, the Company or such Subsidiary, as the
case may be, must obtain a written opinion as to the fairness of such a
transaction, from a financial point of view, from an Independent Financial
Advisor.

            (b) Section 4.08(a) shall not apply to (i) any transaction with any
current or former officer, director or employee of the Company or any Subsidiary
(in his or her capacity as such) (or the estate, heirs or legatees of any such
individual) related to employment agreements, indemnification agreements and
compensation and employee benefit plans in each case entered into in the
ordinary course of business and consistent with past practices, and (ii)
Restricted Payments to the extent not prohibited by Section 4.07 and other
transactions specifically excluded from the definition of "Restricted Payments"
by reason of exceptions set forth in such definition.

Section 4.09.  Limitations on Liens.

            The Company will not, and will not permit any of its Subsidiaries
to, create, assume, 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 of the Company whether owned on the
Issue Date, or acquired after the Issue Date or on any shares of stock or debt
of any Subsidiary, now owned or hereafter acquired, or on any income or profits
therefrom, or assign or otherwise convey any right to receive income or profits
thereon unless (i) if such Lien secures Senior Indebtedness, the Notes or such
Guarantee are secured on an equal and ratable basis with the obligation so
secured until such time as such obligation is no longer secured by a Lien or
(ii) if such Lien secures Subordinated Indebtedness, such Lien shall be
subordinated to a Lien granted to the Holders on the same collateral as that
securing such Lien to the same 


                                       53
<PAGE>   59
extent as such Subordinated Indebtedness is subordinated to the Notes or such
Guarantees.

Section 4.10.  Limitation on Issuances of Guarantees by Subsidiaries Which Are
               Not Guarantors; Additional Guarantees.

            (a) The Company will not permit any Subsidiary which is not a
Guarantor, directly or indirectly, to guarantee, or suffer to exist any
guarantee of, any Indebtedness of the Company or any Guarantor (collectively,
"Subsidiary Indebtedness"), unless (i) such Subsidiary simultaneously executes
and delivers a supplemental indenture to this Indenture providing for a
Guarantee of payment of the Notes by such Subsidiary, (ii) such Subsidiary
waives and will not in any manner whatsoever claim or take the benefit or
advantage of, any rights of reimbursement, indemnity, subrogation, or any other
rights against the Company or any other Subsidiary as a result of any payment by
such Subsidiary under its Guarantee, and (iii) such guarantee by a non-Wholly
Owned Subsidiary provides by its terms that it shall be automatically and
unconditionally released and discharged upon any sale, exchange, or transfer, to
any Person which is not an Affiliate of the Company of all of the Company's and
each Subsidiary's Common Equity Interest in, or substantially all the assets of,
such Subsidiary. The release or discharge of the Subsidiary Indebtedness which
resulted in the creation of such Guarantee shall not release or discharge such
Guarantee.

            (b) If the Company shall acquire or create another domestic, Wholly
Owned Subsidiary after the Issue Date, then within ten Business Days after such
acquisition or creation, the Company shall cause such newly acquired or created
domestic, Wholly Owned Subsidiary to execute a supplemental indenture, in the
form attached as Exhibit E (which supplemental indenture may be executed by the
Company on behalf of the Guarantors (other than such newly created or acquired
domestic, Wholly Owned Subsidiary) pursuant to a power of attorney granted by
such Guarantors to the Company) and reasonably satisfactory in form and
substance to the Trustee (and with such documentation relating thereto as the
Trustee shall require, including, without limitation, if such Wholly Owned
Subsidiary is organized under the laws of the State of Arizona or the State of
Delaware, an Opinion of Counsel as to the enforceability (to the same extent
delivered by counsel to the Company as of the Closing Date) of such supplemental
indenture and Guarantee).

Section 4.11.  Limitation on Subsidiaries and Unrestricted Subsidiaries.

            (a) The Company may by written notice to the Trustee designate any
Subsidiary (including a newly acquired or a newly formed Subsidiary) to be an
Unrestricted Subsidiary; provided, however, that (i) no Default or Event of
Default shall have occurred and be continuing or would arise therefrom and (ii)
such designation is at that time permitted under Section 4.07. For purposes of
determining whether such designation is permitted under Section 4.07 above:

                  (i) an "Investment" shall be deemed to have been made at the
      time any Subsidiary is designated as an Unrestricted Subsidiary in an
      amount 


                                       54
<PAGE>   60
      (proportionate to the Company's percentage Common Equity Interest in such
      Subsidiary) equal to the greatest of (a) the net book value of Investments
      made in such Unrestricted Subsidiaries at the time of such designation,
      (b) the fair market value of Investments made in such Unrestricted
      Subsidiaries at the time of such designation and (c) the original fair
      market value of Investments made in such Unrestricted Subsidiaries at the
      time they were made; and

                  (ii) 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 paragraph (a), the Board of Directors of the
Company may not designate a Subsidiary of the Company to be an Unrestricted
Subsidiary unless such Subsidiary: (i) has no Indebtedness other than
Non-Recourse Debt; (ii) is not party to any agreement, contract, arrangement or
understanding with the Company or any Subsidiary of the Company unless the terms
of any such agreement, contract, arrangement or understanding are no less
favorable to the Company or such Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of the Company; (iii) is a Person
with respect to which neither the Company nor any of its Subsidiaries has any
direct or indirect obligation (1) to subscribe for additional Equity Interests
or (2) to maintain or preserve such Person's financial condition or to cause
such Person to achieve any specified levels of operating results; (iv) does not
guarantee or otherwise directly or indirectly provide credit support for any
Indebtedness of the Company or any of its Subsidiaries; and (v) has at least one
director on its board of directors that is not a director or executive officer
of the Company or any of its Subsidiaries and has at least one executive officer
that is not a director or executive officer of the Company or any of its
Subsidiaries.

            (c) If, at any time, any Unrestricted Subsidiary would fail to meet
the definition of an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Person shall be deemed to be incurred by a Subsidiary of the Company as of
such date (and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.06, the Company shall be in default of such covenant).

Section 4.12.  Limitation on Dividend 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 loans or
advances to the Company or any Subsidiary thereof, (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 such Permitted Lien (other than a Lien on cash not
constituting proceeds of non-cash 


                                       55
<PAGE>   61
property subject to a Permitted Lien) which would not materially adversely
affect the Company's ability to satisfy its obligations under the Notes), or (e)
guarantee the Notes, except, in each case, for such encumbrances or restrictions
existing under or contemplated by or by reason of (i) the Notes or this
Indenture; (ii) any restrictions existing under or contemplated by agreements
evidencing the New Credit Facility as in effect as of the Issue Date, and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof; provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are no more restrictive with respect to such
dividend and other payment restrictions affecting Subsidiaries than those
contained in the New Credit Facility as in effect on the Issue Date; (iii) any
restrictions with respect to a Subsidiary of the Company that was not a
Subsidiary of the Company on 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); (iv) any agreement that governs Refinancing Indebtedness;
provided, however, that the terms and conditions of any such restrictions are
not materially less favorable in the aggregate to the Holders of the Notes than
those under or pursuant to the agreement evidencing the Indebtedness being
refinanced or replaced; (v) 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; (vi) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions of the nature described in clause (d) above on the property so
acquired; (vii) restrictions existing by reason of or under Indebtedness
existing on the Issue Date; (viii) any restrictions existing under any agreement
entered into with respect to the sale or disposition of all or substantially all
the Equity Interests or assets of a Subsidiary provided that the disposition or
sale is governed by the restrictions described under Sections 4.19 or 4.20; or
(ix) restrictions contained in agreements governing other Indebtedness permitted
to be incurred in accordance with this Indenture; provided that the restrictions
are not materially more restrictive in the aggregate than the restrictions
contained in this Indenture.

Section 4.13.  Restriction on Sale and Issuance of Subsidiary Interests.

            The Company (i) will not, and will not permit any Subsidiary to,
transfer, convey, sell, lease or otherwise dispose of any Equity Interests of
any Subsidiary to any Person other than the Company or a Wholly Owned Subsidiary
(except directors' qualifying shares or shares required to be held by foreign
nationals, in each case to the extent mandated by applicable law), unless (a)
such transfer, conveyance, sale, lease or other disposition is of all the Equity
Interests of such Subsidiary and (b) the net cash proceeds from such transfer,
conveyance, sale, lease or other disposition are applied in accordance with
Section 4.20 and (ii) will not permit any Subsidiary to issue any of its Equity
Interests (except directors' qualifying shares or shares required to be held by
foreign nationals, in each case to the extent mandated by applicable law) to any
Person other than to the Company or a Wholly Owned Subsidiary; provided,
however, that the 


                                       56
<PAGE>   62
Company or any Subsidiary may transfer, convey, sell or issue Equity Interests
of a Subsidiary formed in connection with an Asset Acquisition as long as such
Equity Interests (x) are transferred, conveyed, sold or issued to the Person or
Persons which are transferring, conveying or selling the assets or stock to such
Subsidiary, and (y) the fair market value of the Equity Interests of such
Subsidiary transferred, conveyed, sold or issued to such Person are not in
excess of the fair market value of the assets or stock acquired from such
Person.

Section 4.14.  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, (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 4.06 and (iii)
the net cash proceeds received by the Company or its Subsidiaries from the Sale
and Lease-Back Transaction are applied in accordance with Section 4.20.

Section 4.15.  Line of Business.

            The Company will not, and will not permit any of its Subsidiaries
to, engage as a material part of its business in any business other than the
business conducted by the Company and its Subsidiaries as of the Issue Date or
any other business determined by the Company's Board of Directors, in good
faith, to be reasonably related to the foregoing.

Section 4.16.  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 to otherwise become
subject to regulation as an investment company.

Section 4.17.  Payments for Consent.

            Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or agreed
to be paid to all Holders of the Notes which so consent, waive or agree to amend
within any time period set forth in the solicitation documents relating to such
consent, waiver or agreement.


                                       57
<PAGE>   63
Section 4.18.  Corporate Existence.

            Subject to Article 5 and Section 10.04 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, and that the
loss thereof is not adverse in any material respect to the Holders.

Section 4.19.  Change of Control.

            (a) Within 30 days of the occurrence of a Change of Control, the
Company shall notify the Trustee in writing of such occurrence and shall make an
offer to purchase (the "Change of Control Offer") all or any portion (equal to
$1,000 or an integral multiple of $1,000) of the outstanding Notes at a cash
purchase price equal to (x) 101%, in the case of a Change of Control which was
approved by the Board of Directors of the Company (as evidenced by a resolution
of such Board), or (y) 105%, in the case of a Change of Control which was not
approved by the Board of Directors of the Company, of the principal amount of
the outstanding Notes plus any accrued and unpaid interest and Liquidated
Damages, if any, thereon to the Change of Control Payment Date (as hereinafter
defined) (such applicable purchase price being hereinafter referred to as the
"Change of Control Purchase Price") in accordance with the procedures set forth
in this covenant.

            (b) Within 30 days of the occurrence of a Change of Control, the
Company also shall (i) cause a notice of the Change of Control Offer to be sent
at least once to the Dow Jones News Service or similar business news service in
the United States and (ii) send by first-class mail, postage prepaid, to the
Trustee and to each Holder of the Notes, at the address appearing in the
register maintained by the Registrar of the Notes, a notice describing the
transactions constituting a Change of Control and stating:

                  (1) that the Change of Control Offer is being made pursuant to
      this Section 4.19 and that all Notes tendered will be accepted for
      payment, subject to the terms and conditions set forth herein;

                  (2) the Change of Control Purchase Price and the purchase date
      (which shall be a Business Day no earlier than 20 Business Days and no
      later than 60 days from the date such notice is mailed (the "Change of
      Control Payment Date"));

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


                                       58
<PAGE>   64
                  (4) that, unless the Company defaults in the payment of the
      Change of Control Purchase Price, any Notes accepted for payment pursuant
      to the Change of Control Offer shall cease to accrue interest after the
      Change of Control Payment Date;

                  (5) that Holders accepting the offer to have their Notes
      purchased pursuant to a Change of Control Offer will be required to
      surrender the Notes to the Paying Agent at the address specified in the
      notice prior to the close of business on the Business Day preceding the
      Change of Control Payment Date;

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

                  (7) that Holders whose Notes are being purchased only in part
      will be issued new Notes equal in principal amount to the unpurchased
      portion of the Notes surrendered; provided that each Note purchased and
      each such new Note issued shall be in an original principal amount in
      denominations of $1,000 and integral multiples thereof;

                  (8) any other reasonable procedures that a Holder must follow
      to accept a Change of Control Offer or effect withdrawal of such
      acceptance; and

                  (9) the name and address of the Paying Agent.

            (c) On the Change of Control Payment Date, the Company shall, to the
extent lawful, (i) accept for payment all Notes or portions thereof or
beneficial interests under a Global Note tendered pursuant to the Change of
Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the
purchase price of all Notes or portions thereof or beneficial interests so
tendered, and (iii) deliver or cause to be delivered to the Trustee Notes so
accepted together with an Officers' Certificate stating the Notes or portions
thereof tendered to the Company. The Paying Agent shall promptly (1) mail to
each Holder of Notes so accepted and (2) cause to be credited to the respective
accounts of the Holders under a Global Note of beneficial interests so accepted
payment in an amount equal to the Change of Control Purchase Price for such
Notes, and the Company shall execute and issue, and the Trustee shall promptly
authenticate and mail to such Holder, a new Certificated Note equal in principal
amount to any unpurchased portion of the Certificated Notes surrendered and
shall issue a new Global Note equal in principal amount to any unpurchased
portion of beneficial interest so surrendered or shall reflect on such Global
Note or a schedule thereto such change in beneficial interest; provided,
however, that each such new Note shall be issued in an original principal amount
in denominations of $1,000 and integral multiples thereof.


                                       59
<PAGE>   65
            (d) The Change of Control provisions described above will be
applicable whether or not any other provisions of this Indenture are applicable.
The Company will not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change or Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

            (e) Section 4.21 contains additional provisions relating to Change
of Control Offers.

Section 4.20.  Limitation on Certain Asset Sales.

            (a) The Company will not, and will not permit any of its
Subsidiaries to, consummate an Asset Sale unless (i) the Company or such
Subsidiary, as the case may be, receives consideration at the time of such sale
or other disposition at least equal to the fair market value thereof (as
reasonably determined for Asset Sales in excess of $1,000,000 in good faith by
its Board of Directors, as evidenced by a Board resolution); (ii) not less than
75% of the consideration received by the Company or the Subsidiary, as the case
may be, from such Asset Sale is in the form of cash or Temporary Cash
Investments; provided that the amount of (A) any liabilities (as shown on the
Company's or a Subsidiary's most recent balance sheet) of the Company or a
Subsidiary (other than contingent liabilities and liabilities that are by their
terms subordinated to the Notes or any Guarantee thereof) that are assumed by
the transferee of any such assets or an Affiliate thereof pursuant to a
customary novation agreement that releases the Company or such Subsidiary from
further liability and (B) any securities, notes or other obligations received by
the Company or a Subsidiary from such transferee or an Affiliate thereof that
are converted by the Company or a Subsidiary into cash prior to the Reinvestment
Date shall be deemed (to the extent of the cash received) to be cash for
purposes of this provision; and (iii) the Asset Sale Proceeds received by the
Company or such Subsidiary are applied, to the extent the Company or such
Subsidiary elects, (A) to repay and permanently reduce outstanding Senior
Indebtedness under the New Credit Facility, other secured Senior Indebtedness,
or any other Senior Indebtedness that has a maturity date earlier than the
maturity of the Notes and to permanently reduce the commitments in respect
thereof; provided, however, that such repayment and commitment reduction occurs
prior to the Reinvestment Date or (B) to make any Permitted Investment of the
type described in clause (ii)(C) of the definition of Permitted Investment (to
the extent otherwise permitted by this Indenture), acquire a controlling
interest in another business, make capital expenditures or acquire other
long-term assets; provided, however, that such investment occurs or the Company
or a Subsidiary enters into contractual commitments to make such investment,
subject only to customary conditions (other than the obtaining of financing), on
or prior to the 270th day following receipt of such Asset Sale Proceeds (the
"Reinvestment Date") (and notifies the Trustee of the same in writing) and Asset
Sale Proceeds contractually committed are so applied within 360 days following
the receipt of such Asset Sale Proceeds or (C) as Excess Proceeds as set forth
below. Pending the final application of any such Asset Sale Proceeds, the
Company or such Subsidiary may temporarily reduce Senior Indebtedness or
otherwise invest such Asset 


                                       60
<PAGE>   66
Sale Proceeds in any manner that is not prohibited by this Indenture. Any Asset
Sale Proceeds that are not applied as permitted by clause (iii)(A) or (iii)(B)
of the second preceding sentence shall constitute "Excess Proceeds." If at any
time from and after the Issue Date the aggregate amount of Excess Proceeds
exceeds $10,000,000, the Company shall offer (an "Excess Proceeds Offer") to
purchase from all Holders of Notes, pursuant to procedures set forth in this
Indenture and if the Company is required to do so under the terms of any other
Senior Indebtedness, to purchase from the Holders of such other Senior
Indebtedness the maximum principal amount of Notes and principal of such other
Senior Indebtedness that may be purchased with such Excess Proceeds at a
purchase price in cash equal to 100% of the principal amount thereof plus
accrued interest, and Liquidated Damages, if any, to the date of the purchase.
To the extent that the purchase price of Notes and the purchase price of such
other Senior Indebtedness tendered pursuant to such Excess Proceeds Offer is
less than the amount of Excess Proceeds, the Company may use such portion of the
Excess Proceeds that is not used to purchase Notes or such other Senior
Indebtedness so tendered for general corporate purposes not inconsistent with
the Notes or this Indenture. If the aggregate purchase price of Notes and the
purchase price of such other Senior Indebtedness tendered pursuant to such
Excess Proceeds Offer is more than the amount of the Excess Proceeds, the Notes
and principal of such other Senior Indebtedness tendered will be repurchased on
a basis pro rata to the amount tendered or by such other method as the Trustee
shall deem fair and appropriate. Upon the completion of any Excess Proceeds
Offer and the closing of any repurchase of Notes and principal of such other
Senior Indebtedness tendered pursuant to such Excess Proceeds Offer, the amount
of Excess Proceeds shall be deemed to be zero.

            (b) If the Company is required to make an Excess Proceeds Offer, the
Company shall mail, within 30 days following the Reinvestment Date, a notice to
the Holders of the Notes describing the transactions giving rise to the Excess
Proceeds Offer and stating, among other things: (1) that such Holders have the
right to require the Company to apply the Excess Proceeds to repurchase such
Notes at a purchase price in cash equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Liquidated Damages, 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,
reasonably determined by the Company, that each Holder of Notes must follow in
order to have such Notes repurchased; and (4) the calculations used in
determining the amount of Excess Proceeds to be applied to the repurchase of
such Notes.

            (c) The Company or any of its Subsidiaries may engage in
transactions in which assets are transferred in exchange for one or more
like-kind assets; provided that if the fair market value of the assets to be
transferred by the Company or such Subsidiary, plus the fair market value of any
other consideration paid or credited by the Company or such Subsidiary exceeds
$1,000,000, such transaction shall require approval of the Board of Directors of
the Company; provided that no such transaction shall be permitted if the
Consolidated Fixed Charge Coverage Ratio of the Company would be reduced after
giving effect to such transaction. Each transaction governed by this Section
4.20(c) shall be valued at an amount equal to all consideration received by the
Company or such Subsidiary in such transaction, other than the like-kind assets
received pursuant to such 


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<PAGE>   67
exchange ("Other Consideration"), for purposes of determining whether an Asset
Sale has occurred. If the Other Consideration is of an amount and character such
that such transaction constitutes an Asset Sale, then the first paragraph of
this Section 4.20 shall be applicable to any Asset Sale Proceeds of such Other
Consideration.

            (d) Section 4.21 contains additional provisions relating to Excess
Proceeds Offers.

Section 4.21.  General Provisions Related to Change of Control Offers and Excess
               Proceeds Offers.

            (a) If any Indebtedness under the New Credit Facility is outstanding
at the time of the occurrence of a Change of Control or at the time the Company
is required to make an Excess Proceeds Offer and the New Credit Facility shall
prohibit the Company from fully complying with its obligations to make and
consummate a Change in Control Offer or an Excess Proceeds Offer, prior to the
mailing of the notice to Holders described in the preceding paragraphs, but in
any event within 30 days following any Change of Control or Reinvestment Date,
the Company shall (i) repay in full all obligations and terminate all
commitments under the New Credit Facility or offer to repay in full all
obligations and terminate all commitments under the New Credit Facility or (ii)
obtain the requisite consent under the New Credit Facility to permit the making
of, and the repurchase of the Notes pursuant to, the Change of Control Offer or
the Excess Proceeds Offer. The time by which the Company is required to commence
and consummate a Change of Control Offer or an Excess Proceeds Offer shall be
deferred until the Company has taken the actions required by this Section
4.21(a).

            (b) If the Company or any Guarantor has issued any outstanding (i)
Subordinated Indebtedness or (ii) Preferred Equity Interests, and the Company is
required to make a Change of Control Offer or the Company or such Guarantor is
required to make an Excess Proceeds Offer or to make a distribution with respect
to such Subordinated Indebtedness or Preferred Equity Interests in the event of
a change of control or sale of assets, the Company and such Guarantor shall not
consummate any such offer or distribution with respect to such Subordinated
Indebtedness or Preferred Equity Interests until such time as the Company shall
have paid the Change of Control Purchase Price in full to the Holders of Notes
that have accepted the Company's Change of Control Offer and shall otherwise
have consummated the Change of Control Offer made to Holders of the Notes, or
until such time as the Company has paid the Excess Proceeds to Holders of the
Notes that have accepted the Excess Proceeds Offer and shall otherwise have
consummated the Excess Proceeds Offer, as the case may be.

            (c) The Company will comply with any applicable requirements of Rule
14e-1 as then in effect with respect to any Change in Control Offer or Excess
Proceeds Offer and the purchase of any Notes thereunder.

Section 4.22.  Maintenance of Office or Agency.

            The Company shall maintain in the City and State of New York an
office or agency where Notes may be surrendered for registration of transfer or
exchange or for 


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<PAGE>   68
presentation for payment and where notices and demands to or upon the Company in
respect of the 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
10.02.

            The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. 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
Company of its obligation to maintain an office or agency in the City and State
of New York for such purposes.

            The Company hereby initially designates the office of the Trustee
specified in Section 11.02 as such office of the Company; provided, however,
that no such designation or rescission shall relieve the Company or its agent of
its obligation to maintain an office or agency in the Borough of Manhattan, City
of New York for such purposes.

Section 4.23.  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, taken as a whole, to be maintained and kept in good condition, repair
and working order (reasonable wear and tear excepted) as determined in the good
faith judgment of the Officers of the Company; 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 any Officer
or 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.

            (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 (in the
good faith judgment of an Officer of the Company) for the conduct of the
business of the Company and such Subsidiaries in a prudent manner.

            (c) The Company shall and shall cause each of its Subsidiaries to
keep books of record and account, in which entries shall be made of all material
financial transactions and the assets and business of the Company and its
Subsidiaries as are necessary to permit the Company to prepare financial
statements in accordance with GAAP.


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<PAGE>   69
            (d) The Company shall and shall cause each of its Subsidiaries to
comply in all material respects with all statutes, laws, ordinances, or
government rules and regulations to which they are subject, non-compliance with
which would materially adversely affect the financial condition of the Company
and its Subsidiaries taken as a whole.

Section 4.24.  Further Assurance to the Trustee.

            The Company shall, upon request of the Trustee, execute and deliver
such further instruments and do such further acts as may reasonably be necessary
or proper to carry out more effectively the provisions of this Indenture.

                                   ARTICLE 5.

                              SUCCESSOR CORPORATION

Section 5.01.  Merger, Consolidation or Sale of Assets.

            (a) The Company will not 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 shall be the continuing Person, or the Person (if other
than the Company) formed by such consolidation or into which the Company is
merged or to which the properties and assets of the Company 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 reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Notes and this Indenture, and the obligations under this
Indenture shall remain in full force and effect; (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) except in the case of a
merger or consolidation of the Company with or into a Wholly Owned Subsidiary of
the Company, the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (a) immediately after giving effect to such transaction on a pro forma
basis could incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) under the covenant set forth under Section 4.06 and (b)
immediately thereafter shall have a Consolidated Net Worth equal to or greater
than the Consolidated Net Worth of the Company immediately prior to such
transaction.

            (b) In connection with any consolidation, merger or transfer of
assets contemplated by this provision, 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 relating to issues
of law, each stating that such consolidation, merger or transfer and the
supplemental indenture in respect thereto comply with this provision and that
all conditions precedent herein provided for relating to such transaction or
transactions have been complied with.


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<PAGE>   70
Section 5.02.  Successor Person Substituted.

            Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company in accordance with Section 5.01,
the successor corporation formed by such consolidation or into which the Company
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 under this Indenture
with the same effect as if such successor corporation had been named as the
Company herein, and thereafter the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Notes, except that
such predecessor corporation shall not be so relieved if it retains any material
assets other than (i) the proceeds of the sale of assets and (ii) Equity
Interests in Unrestricted Subsidiaries.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

            An "Event of Default" occurs if:

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

            (2) there is a default for 30 days in the payment of any interest on
or Liquidated Damages, if any, with respect to the Notes after such interest or
Liquidated Damages becomes due and payable;

            (3) there is a failure of the Company or its Subsidiaries to comply
with any purchase or payment obligations set forth in Section 4.19 or Section
4.20 or with Section 4.06, Section 4.07, Section 4.10, or Section 5.01;

            (4) there is a default by the Company or its Subsidiaries in the
observance or performance of any other provision in the Notes or this Indenture
for 30 days after written notice from the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding;

            (5) there is a default under any agreement, mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Subsidiaries), whether such Indebtedness or guarantee now exists or is created
after the Issue Date, which default (a) is caused by a failure to pay principal
of or premium, if any, or interest on such Indebtedness at final maturity (a
"Payment Default") or (b) results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $7,500,000 or more;


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<PAGE>   71
            (6) a court of competent jurisdiction enters any final judgment or
judgments which can no longer be appealed for the payment of money in excess of
$7,500,000 (which are not paid or covered by third party insurance by
financially sound insurers that have not disclaimed or threatened to disclaim
coverage) shall be rendered against the Company or any Subsidiary thereof, and
shall not be discharged for any period of 60 consecutive days during which a
stay of enforcement shall not be in effect;

            (7) any Guarantee of a Significant Subsidiary shall be held in any
judicial proceeding to be unenforceable or invalid or shall cease for any reason
to be in full force and effect or any Guarantor that is a Significant Subsidiary
shall deny or disaffirm its obligations under its Guarantee;

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

                  (A) commences a voluntary case or proceeding,

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

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

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

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

            (9) 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 under this clause (9), 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," as used in this Article 6, means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

            Subject to the provisions of Sections 7.01 and 7.02, the Trustee
shall not be charged with knowledge of any Default or Event of Default unless
written notice 


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<PAGE>   72
thereof shall have been given to a Trust Officer at the address of the Trustee
for notices as specified in Section 11.02 by the Company or any other Person.

            The Trustee may withhold notice to the Holders of the Notes of any
default (except in payment of principal or premium, if any, or interest on the
Notes or that resulted from the failure of the Company to comply with the
provisions of Section 4.19 or Section 4.20) if the Trustee considers it to be in
the best interest of the Holders of the Notes to do so.

Section 6.02.  Acceleration.

            (a) If an Event of Default (other than an Event of Default under
Section 6.01(8) or (9)) shall have occurred and be continuing, then the Trustee
or the Holders of not less than 25% in aggregate principal amount of the Notes
then outstanding may declare to be immediately due and payable the entire
principal amount of all the Notes then outstanding plus accrued interest and
Liquidated Damages to the date of acceleration. If an Event of Default specified
in Section 6.01(8) or (9) occurs, the principal of and interest on all the Notes
shall become immediately due and payable without any declaration or other act on
the part of the Trustee or any Holders. The Holders of a majority in aggregate
principal amount of outstanding Notes by notice to the Trustee may rescind and
annul an acceleration and its consequences if the rescission would not conflict
with any judgment or decree and if all existing Events of Default have been
cured or waived except nonpayment of principal, premium, interest and Liquidated
Damages that has become due solely because of acceleration. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

            (b) Upon the occurrence of an Event of Default under Sections
6.01(8) or (9), the principal, premium and interest amount with respect to all
of the 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
Notes.

            (c) In the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of a
Payment Default on or the acceleration of any Indebtedness described in Section
6.01(5), the declaration of acceleration of the Notes shall be automatically
rescinded and annulled if such Payment Default is waived or cured or the holders
of such Indebtedness described in such Section 6.01(5) have rescinded the
declaration of acceleration in respect of such Indebtedness, as appropriate,
within 30 days from the date of such declaration and if (i) the rescission and
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (ii) all existing Events of
Default, except non-payment of principal, interest, Liquidated Damages or
premium on the Notes that became due solely because of the acceleration of the
Notes, have been cured or waived.

            In the case of any Event of Default occurring solely by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay 


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<PAGE>   73
if the Company then had elected to redeem the Notes pursuant to the optional
redemption provisions of this Indenture, an equivalent premium shall also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Notes.

Section 6.03.  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, interest and Liquidated Damages on
the Notes or to enforce the performance of any provision of the Notes or this
Indenture and make take any necessary action requested of it as Trustee to
settle, compromise, adjust or otherwise conclude any proceeding to which it is a
party.

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

Section 6.04.  Waiver of Past Defaults and Events of Default.

            Subject to Sections 6.07, 8.02 and 11.06 hereof, the Holders of a
majority in principal amount of the Notes then outstanding have the right to
waive any existing or potential future Default or Event of Default or compliance
with any provision of this Indenture or the 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; but no such waiver shall extend
to any subsequent or other Default or Event of Default or impair any right
consequent to any such subsequent Default or Event of Default except as
specifically contemplated thereby.

Section 6.05.  Control by Majority.

            The Holders of a majority in principal amount of the Notes then
outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee. 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.


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Section 6.06.  Limitation on Suits.

            Subject to Section 6.07 below, a Noteholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the Notes
unless:

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

            (2) the Holders of at least 25% in aggregate principal amount of the
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

            (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 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 6.07.  Rights of Holders to Receive Payment.

            Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal of, or premium, if any, and
interest of the Note on or after the respective due dates expressed in the 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 6.08.  Collection Suit by Trustee.

            If an Event of Default in payment of principal, premium, interest or
Liquidated Damages specified in Section 6.01(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 Guarantor (or any other obligor on
the Notes) for the whole amount of unpaid principal and accrued interest
remaining unpaid, together with any premium, 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 Notes, and
such further amounts as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, including all sums due and
owing to the Trustee pursuant to Section 7.07.


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<PAGE>   75
Section 6.09.  Trustee May File Proofs of Claim.

            The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Noteholders allowed in any judicial proceedings relative to the Company or the
Guarantors (or any other obligor upon the 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 reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 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 Notes or
the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Noteholder in any such proceedings.

Section 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 for amounts due under Section 7.07 hereof;

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


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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 6.07 hereof or a suit by Holders of more
than 10% in principal amount of the 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.

                                   ARTICLE 7.

                                     TRUSTEE

Section 7.01.  Duties of Trustee.

            (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in 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:

                  (1) The Trustee need perform only those duties that are
      specifically set forth in this Indenture and no others and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee, except for the covenant of good faith and fair dealing.

                  (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 (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:


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                  (1) This paragraph does not limit the effect of paragraph (b)
      of this Section 7.01.

                  (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 6.02 and 6.05 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.

            (e) Whether or not therein expressly so provided, paragraphs (a),
(b), (c), (d), (f) and (g) of this Section 7.01 shall govern every provision of
this Indenture that in any way relates to the Trustee.

            (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 7.02.  Rights of Trustee.

            Subject to Section 7.01 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) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel, or both, which shall conform
to the provisions of Section 11.05 hereof. The Trustee shall be protected and
shall not be liable for any action it takes or omits to take in good faith in
reliance on such certificate or opinion.


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<PAGE>   78
            (3) 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.

            (4) 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.

            (5) 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.

Section 7.03.  Individual Rights of Trustee.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may make loans to, accept deposits from, perform
services for or otherwise 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 7.04.  Trustee's Disclaimer.

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

Section 7.05.  Notice of Defaults.

            If a Default occurs and is continuing and if it is known to the
Trustee based upon information contained in an Officers' Certificate or upon
notice from Holders of 25% or more of the aggregate principal amount of the
Notes then outstanding, the Trustee shall mail to each Noteholder notice of the
Default within 60 days after it occurs. Except in the case of a Default in
payment of principal or premium, if any, or interest on the Notes, or that
resulted from the failure of the Company to comply with Section 4.19 or 4.20,
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 Notes to do so.

Section 7.06.  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 


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<PAGE>   79
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 Notes are
listed. The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange and the Trustee shall comply with TIA Section 313(d).

Section 7.07.  Compensation and Indemnity.

            The Company and the Guarantors (on a joint and several basis) shall
pay to the Trustee from time to time such reasonable compensation as shall be
agreed in writing between the Company and the Trustee 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, expenses and advances incurred or made
by it in connection with its duties under this Indenture, including the
reasonable 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 it
harmless against, any and all loss, damage, claim, liability, reasonable expense
(including but not limited to reasonable 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 reasonable 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 any Guarantor of its obligations hereunder. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld.

            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. The
obligations of the Company and the Guarantors under this Section 7.07 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 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.


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<PAGE>   80
            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

Section 7.08.  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 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;

            (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 by the Company or by the
Holders of a majority in principal amount of the outstanding Notes and such
Holders do not reasonably promptly appoint a successor trustee, 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 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
7.07 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 7.08, the Company's obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.


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Section 7.09.  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, bank, trust company 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.

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 Notes (whether such
sums have been paid to it by the Company or by any obligor on the Notes) in
trust for the benefit of Holders of the 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 Notes) in
the payment of any installment of the principal of, premium, if any, or interest
on, the Notes when the same shall be due and payable.


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<PAGE>   82
                                   ARTICLE 8.

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.     Without Consent of Holders.

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

                  (1) to comply with Section 5.01;

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

                  (3) to release a Guarantor in accordance with the express
provisions of this Indenture;

                  (4) to secure the Notes;

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

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

                  (7) to make any other change that does not adversely affect
the rights of any Noteholder;

                  (8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Notes; or

                  (9) to add additional Guarantors with respect to the Notes.

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

Section 8.02.     With Consent of Holders.

                  The Company and/or one or more Guarantors and the Trustee,
with the written consent of Holders of at least a majority in aggregate
principal amount of the outstanding Notes, may modify, amend, waive or
supplement this Indenture, the Notes or Guarantees, except that no such
modification amendment, waiver or supplement shall, without the consent of each
Holder affected thereby, (i) reduce the amount of Notes whose Holders must
consent to an amendment, modification, supplement, or waiver to this Indenture
or the Notes, (ii) reduce the rate of or change the time for payment of interest
on any Note, (iii) reduce the principal of or premium or Liquidated Damages on


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<PAGE>   83
or change the stated maturity of any Note, (iv) make any Note payable in money
other than that stated in the Note or change the place of payment to outside of
the United States, (v) change the amount or time of any payment required by the
Notes or reduce the premium payable upon any redemption of Notes or change the
time before which no such redemption may be made, (vi) waive a default on the
payment of the principal of, interest, premium or Liquidated Damages on, or
redemption payment with respect to any Note (except a rescission of acceleration
of the Notes by Holders of at least a majority in aggregate principal amount of
the Notes and a waiver of the payment default that resulted from such
acceleration to the extent permitted under Section 6.02), (vii) subordinate in
right of payment, or otherwise subordinate, the Notes or any Guarantee to any
other Indebtedness or obligation of the Company or the Guarantors, (viii) amend,
alter, change or modify the obligation of the Company to make and consummate a
Change of Control Offer in the event of a Change of Control or make and
consummate an Excess Proceeds Offer or waive any Default in the performance of
any such offers or modify any of the provisions or definitions with respect to
any such offers, (ix) except pursuant to this Indenture, release any Guarantor
from its obligations under its Guarantee, or change any Guarantee in a manner
that adversely affects Holders of the Notes, (x) take any other action otherwise
expressly prohibited by this Indenture to be taken without the consent of each
Holder affected thereby or (xi) modify, amend, waive or supplement this Section
8.02, or Section 6.04 or Section 6.07.

                  After a modification, amendment, supplement or waiver under
this Section 8.02 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 8.03.     Compliance with Trust Indenture Act.

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

Section 8.04.     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 Note is a continuing
consent conclusive and binding upon such Holder and every subsequent Holder of
the same Note or portion thereof, and of any 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 Note. Any such Holder or subsequent Holder,
however, may revoke the consent as to his or her Note or portion of a 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).


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<PAGE>   84
                  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 Noteholder and every subsequent
Noteholder.

Section 8.05.     Notation on or Exchange of Notes.

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

Section 8.06.     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 7.01
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 under Section 8.02 until the Board of
Directors of the Company or such Guarantor, as appropriate, approves it.

                                   ARTICLE 9.

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.     Discharge of Indenture.

                  The Company and the Guarantors may terminate their obligations
under the Notes, the Guarantees and this Indenture, except the obligations
referred to in the last 



                                       79
<PAGE>   85
paragraph of this Section 9.01, if (i) there shall have been canceled by the
Trustee or delivered to the Trustee for cancellation all Notes theretofore
authenticated and delivered (other than any Notes that are asserted to have been
destroyed, lost or stolen and that shall have been replaced as provided in
Section 2.07 hereof) or (ii) all Notes not theretofore surrendered or delivered
to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee, and
the Company has paid all sums payable by it hereunder or irrevocably 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 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 2.07, 7.07, 9.05, 9.06 and
9.08 hereof shall survive.

Section 9.02.     Legal Defeasance.

                  The Company may at its option, by Board Resolution, be
discharged from its obligations with respect to the Notes and the Guarantors
discharged from their obligations under the Guarantees on the date the
conditions set forth in Section 9.04 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 Notes and to have satisfied all its other obligations under such Notes
and this Indenture insofar as such Notes are concerned (and the Trustee, at the
expense of the Company, shall, subject to Section 9.06 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 Notes to receive solely from the trust funds described in
Section 9.04 hereof and as more fully set forth in such section, payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due, (B) the Company's obligations with respect to such Notes
under Sections 2.03, 2.04, 2.05, 2.06, 2.07, and 2.08, (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 7.07) and (D) this Article
9. Subject to compliance with this Article 9, the Company may exercise its
option under this Section 9.02 with respect to the Notes notwithstanding the
prior exercise of its option under Section 9.03 below with respect to the Notes.

Section 9.03.     Covenant Defeasance.

                  At the option of the Company, pursuant to a Board Resolution,
the Company and the Guarantors shall be released from their respective
obligations under Sections 4.02 through 4.15, inclusive, Sections 4.17 through
4.21, inclusive, Section 4.23, Section 4.24, Section 5.01, Section 6.01(3),
Sections 6.01(5) through Section 6.01(7), inclusive, Sections 6.01(8) and
6.01(9) (only with respect to Subsidiaries) and Article 10 hereof with respect
to the outstanding Notes on and after the date the conditions set forth 



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<PAGE>   86
in Section 9.04 hereof are satisfied (hereinafter, "Covenant Defeasance") and
the 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 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 Notes shall be unaffected
thereby.

Section 9.04.         Conditions to Legal Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of
Section 9.02 or Section 9.03 to the outstanding 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 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, in each case 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 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 Notes;

                  (2) no Event of Default or Default (other than (i) Defaults or
Events of Default related to or arising out of incurrences of Indebtedness (and
liens and customary documentation related thereto) the proceeds of which are
used to satisfy the requirement in clause (1) above and (ii) Defaults and Events
of Default arising under Section 6.01(5) related to Defaults and Events of
Default described in clause (i) of this parenthetical) with respect to the Notes
shall have occurred and be continuing on the date of such deposit, or shall be
continuing 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 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;



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<PAGE>   87
                  (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 9.02, 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 Notes or persons in their positions
will not recognize income, gain or loss for Federal income tax purposes solely
as a result of such deposit, defeasance and discharge 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
deposit, defeasance and discharge had not occurred;

                  (6) in the case of an election under Section 9.03, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the outstanding 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 all
conditions precedent provided for relating to either the Legal Defeasance under
Section 9.02 or the Covenant Defeasance under Section 9.03 (as the case may be)
have been complied with; and

                  (8) the Company shall have delivered to the Trustee a
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.

Section 9.05.         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 9.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal, premium, 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 9.04 hereof or the
principal, premium, if any, 


                                       82
<PAGE>   88
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  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 9.04 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 9.06.     Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03 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 Notes and the Guarantees 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 9.01 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 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 Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

Section 9.07.     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 9.04 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 9.08.     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, or premium, if any, or interest on any Note that are not applied
but remain unclaimed by the Holder of such Note for two years after the date
upon which the principal of, or premium, if any, or interest on such 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 Note entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company and
the Guarantors for the payment thereof, and all liability of the Trustee or such
Paying Agent 



                                       83
<PAGE>   89
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 either mail to
each Noteholder affected, at the address shown in the register of the Notes
maintained by the Registrar pursuant to Section 2.03 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 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
unsecured creditors unless applicable abandoned property law designates another
person.

                                   ARTICLE 10.

                               GUARANTEE OF NOTES

Section 10.01.    Guarantee.

                  (a) Subject to the provisions of this Article 10, each
Guarantor hereby jointly and severally and unconditionally guarantees to each
Holder and to the Trustee, on behalf of the Holders, (i) the full and punctual
payment of the principal of, and premium, if any, and interest, and Liquidated
Damages, if any, on each 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 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 Note and this Indenture, and
(ii) in the case of any extension of time of payment or renewal of any 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 Note or this Indenture,
any failure to enforce the provisions of any such Note or this Indenture, any
waiver, modification or indulgence granted to the Company with respect thereto
by the Holder of such Note or the Trustee, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or such
Guarantor.

                  (b) 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 Note or
the Indebtedness evidenced thereby and all demands whatsoever, and covenants
that the Guarantee will not be discharged as to any such Note except by payment
in full of the principal thereof, premium if any, and 



                                       84
<PAGE>   90
interest thereon and as provided in Sections 9.01, 9.02, 9.03 and 10.04 hereof.
The obligations of each Guarantor hereunder shall not be affected by (i) the
failure of any Holder or the Trustee to assert any claim or demand or to enforce
any right or remedy against the Company or any other Person under this
Indenture, the Registration Rights Agreement, the Purchase Agreement, the Notes
or any other agreement or otherwise; (ii) any extension or renewal of any
thereof; (iii) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Registration Rights Agreement, the
Notes or any other agreement; (iv) the release of any security held by any
Holder or the Trustee for the Obligations or any of them; (v) the failure of any
Holder or Trustee to exercise any right or remedy against any other Guarantor of
the Obligations; or (vi) any change in the ownership of such Guarantor, except
as provided in Section 10.04. 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 further
agrees that, as between such Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (x) 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 (y) 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 Notes under the
Guarantee provided for in this Article 10. Failure to make such demand shall not
affect the validity or enforceability of the Guarantee upon any Guarantor.

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

                  (d) Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this section.

Section 10.02.    Execution and Delivery of Guarantees.

                  (a) To evidence the Guarantee set forth in this Article 10,
each Guarantor hereby agrees that a notation of such Guarantee may be placed on
each 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.



                                       85
<PAGE>   91
                  (b) Each Guarantor hereby agrees that the Guarantee set forth
in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Guarantee.

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

                  (d) The delivery of any 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.

Section 10.03.        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 10.04.    Release of Guarantor.

                  (a) No Guarantor may consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person (other
than the Company or any other Guarantor) whether or not affiliated with such
Guarantor unless (i) subject to the provisions of the following paragraph (b),
the Person formed by or surviving any such consolidation or merger (if other
than such Guarantor) assumes all the obligations of such Guarantor, pursuant to
a supplemental indenture in form and substance reasonably satisfactory to the
Trustee in respect of the Notes, this Indenture and such Guarantor's Guarantee,
and (ii) immediately after giving effect to such transaction, no Default or
Event of Default exists.

                  (b) In the event of a sale or other disposition of all or
substantially all of the assets of any Guarantor to a third party or an
Unrestricted Subsidiary in a transaction that does not violate any of the
covenants in this Indenture (including, without limitation, Section 4.21), by
way of merger, consolidation or otherwise, or a sale or other disposition of all
of the capital stock of any Guarantor, or the designation of such Guarantor as
an Unrestricted Subsidiary in accordance with this Indenture, then (i) in the
event of a sale or other disposition, by way of such a merger, consolidation or
otherwise, of all of the capital stock of such Guarantor, or in the event of
such designation, such Guarantor will be released from and relieved of any
obligations under its Guarantee, or (ii) in the event of a sale or other
disposition of all of the assets of such Guarantor, the Person acquiring


                                       86
<PAGE>   92
such assets will not be required to assume the obligations of such Guarantor
under its Guarantee.

                  (c) If the lenders under the New Credit Facility or under any
Refinancing Indebtedness related to the New Credit Facility release the
guarantees of such Indebtedness and no other Indebtedness is outstanding which
would require the execution and delivery of a Guarantee pursuant to Section 4.10
hereof, then upon written request of the Company, the Guarantors shall be
released from their obligations under this Indenture.

Section 10.05.    Additional Guarantors.

                  (a) The Company covenants and agrees that it will cause any
Person which becomes obligated to guarantee the Notes, pursuant to the terms of
this Indenture, including, without limitation, Section 4.10 and Section 10.04
hereof, within ten Business Days after such obligation exists, to execute and
deliver to the Trustee a supplemental indenture in the form of Exhibit E hereto
(which supplemental indenture may be executed by the Company on behalf of the
Guarantors (other than such Person which becomes obligation to guarantee the
Notes) pursuant to a power of attorney granted by such Guarantors to the
Company) pursuant to which such Subsidiary shall become a Guarantor under this
Article 10 and shall Guarantee the Obligations. Concurrently with the execution
and delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel and an Officers' Certificate to the effect that
such supplemental indenture has been duly authorized, executed and delivered by
such Subsidiary (such Opinion of Counsel regarding due authorization, execution
and delivery (to the same extent delivered by counsel to the Company as of the
Closing Date) shall be required only if such Guarantor is organized under the
laws of the State of Arizona or the State of Delaware) and that, subject to the
application of bankruptcy, insolvency, moratorium, fraudulent conveyance or
transfer and other similar laws relating to creditors' rights generally and to
the principles of equity, whether considered in a proceeding at law or in
equity, the Guarantee of such Guarantor is a legal, valid and binding obligation
of such Guarantor, enforceable against such Guarantor in accordance with its
terms; provided, that the enforceability opinion of such counsel may be limited
and qualified to the same extent as the opinion of counsel to the Company
delivered as of the Closing Date.

                  (b) Any Guarantor that is designated an Unrestricted
Subsidiary in accordance with the terms of this Indenture shall be released from
and relieved of its obligations under its Guarantee and any (i) Unrestricted
Subsidiary that ceases to be an Unrestricted Subsidiary and (ii) any Subsidiary
which is not a Guarantor which becomes a domestic, Wholly Owned Subsidiary
(excluding Coronado Health Services, Inc.) will be required to execute a
Guarantee in accordance with the terms of this Indenture.


                                   ARTICLE 11.

                                  MISCELLANEOUS

Section 11.01.    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.



                                       87

<PAGE>   93
Section 11.02.    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:

                  Rural/Metro Corporation
                  8401 East Indian School Road
                  Scottsdale, Arizona  85251
                  Attention:    Chief Financial Officer, Mr. Mark Liebner
                  and to:       General Counsel, Steven Lee, Esq.
                  Telecopier No.:  602-481-3328

                  With a copy to:

                  O'Connor, Cavanagh, Anderson, Killingsworth & Beshears
                  One East Camelback, Suite 1100
                  Phoenix, Arizona  85012
                  Attention:    John Furman, Esq.
                  and to:       Jean Harris, Esq.
                  Telecopier No.:  602-263-2900

                  If to the Trustee:

                  The First National Bank of Chicago
                  One North State Street
                  Ninth Floor, Suite 0126
                  Chicago, Illinois  60670-0126
                  Attention:  Corporate Trust Administration
                  Telecopier No.:  312-407-1708

                  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 Guarantor or the Trustee by written notice to
the other may designate additional or different addresses for subsequent notices
or communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him or her by first-class mail, postage prepaid, at his or her 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.



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

Section 11.04.    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 at the request of the Trustee:

                  (1) an Officers' Certificate (which shall include the
statements set forth in Section 11.05) in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied;

                  (2) an Opinion of Counsel (which shall include the statements
set forth in Section 11.05) in form and substance reasonably satisfactory to the
Trustee stating that, with respect to questions of law, in the opinion of such
counsel, all such conditions precedent and covenants have been satisfied; 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).

Section 11.05.    Statements Required in Certificate and Opinion.

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

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

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

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

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

                                       89
<PAGE>   95
Section 11.06.    When Treasury Notes Disregarded.

                  In determining whether the Holders of the required aggregate
principal amount of Notes have concurred in any direction, waiver or consent,
Notes owned by the Company, any Guarantor or any other obligor on the 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
Notes which the Trustee actually knows are so owned shall be so disregarded.
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 Notes and that the pledgee is not the Company, a
Guarantor or any other obligor upon the Notes or any Affiliate of any of them.

Section 11.07.    Rules by Trustee and Agents.

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

Section 11.08.    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.

Section 11.09.    Governing Law.

                  THIS INDENTURE AND THE 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 NOTES.

Section 11.10.    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 11.11.    No Recourse Against Others.

                  No recourse for the payment of the principal of or premium, if
any, or interest on any of the Notes, or for any claim based thereon or
otherwise in respect 



                                       90
<PAGE>   96
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 Notes, or because of the creation of any Indebtedness
represented thereby, shall be had against any stockholder, incorporator,
officer, director, member, partner, affiliate, beneficiary or employee, as such,
past, present or future, of the Company or any Guarantor, or of any successor
corporation or against the property or assets of any such stockholder,
incorporator, officer, director, member, partner, affiliate, beneficiary or
employee, either directly or through the Company 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 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, incorporator,
officer, director, member, partner, affiliate, beneficiary or employee 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 Notes or
implied therefrom, and that any and all such personal liability of, and any and
all claims against every stockholder, incorporator, officer, director, member,
partner, affiliate, beneficiary and employee, 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 Notes. It is understood that this limitation
on recourse is made expressly for the benefit of any such stockholder,
incorporator, officer, director, member, partner, affiliate, beneficiary or
employee and may be enforced by any one or all of them.

Section 11.12.    Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Notes shall bind their respective successors except as
otherwise provided in Section 10.04. All agreements of the Trustee, any
additional trustee and any Paying Agents in this Indenture shall bind its
successor.

Section 11.13.    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 11.14.    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 11.15.    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 



                                       91
<PAGE>   97
this Indenture or the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

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

                                    RURAL/METRO CORPORATION
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Chief Financial Officer and
                                              Senior Vice President
                                              ----------------------------


                                    THE FIRST NATIONAL BANK OF CHICAGO
                                    as Trustee

                                    By: /s/ Janice Ott Rotunno
                                       -----------------------------------
                                       Name: Janice Ott Rotunno
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    AID AMBULANCE AT VIGO COUNTY, INC.
                                    an Indiana corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------

                                    AMBULANCE TRANSPORT SYSTEMS, INC.
                                    a New Jersey corporation

                                    By: /s/ Mark E. Liebner
                                        ----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    AMERICAN LIMOUSINE SERVICE, INC.
                                    an Ohio corporation

                                    By: /s/ Mark E. Liebner
                                        ----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                       92
<PAGE>   98
                                    ARROW AMBULANCE, INC.
                                    an Idaho corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    BEACON TRANSPORTATION, INC.
                                    a New York corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------

                                    CITY WIDE AMBULANCE SERVICE, INC.
                                    an Ohio corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    CORNING AMBULANCE SERVICE INC.
                                    a New York corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    DONLOCK, LTD.
                                    a Pennsylvania corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    E.M.S. VENTURES, INC.
                                    a Georgia corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                       93
<PAGE>   99
                                    EMS VENTURES OF SOUTH CAROLINA, INC.
                                    a South Carolina corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    EASTERN AMBULANCE SERVICE, INC.
                                    a Nebraska corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    EASTERN PARAMEDICS, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    GOLD CROSS AMBULANCE SERVICES, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    GOLD CROSS AMBULANCE SERVICES OF PA., INC.
                                    an Ohio corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    KEEFE & KEEFE, INC.
                                    a New York corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------




                                       94
<PAGE>   100
                                    KEEFE & KEEFE AMBULETTE, LTD.
                                    a New York corporation


                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    LASALLE AMBULANCE INC.
                                    a New York corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    MEDI-CAB OF GEORGIA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    MEDICAL EMERGENCY DEVICES AND SERVICES
                                    (MEDS), INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    MEDICAL TRANSPORTATION SERVICES, INC.
                                    a South Dakota corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                    MEDSTAR EMERGENCY MEDICAL SERVICES, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                       95
<PAGE>   101
                                    MERCURY AMBULANCE SERVICE, INC.
                                    a Kentucky corporation


                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    METRO CARE CORP.
                                    an Ohio corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    MO-RO-KO, INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    MULTI CAB INC..
                                    a New Jersey corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------

                                    MULTI-CARE INTERNATIONAL, INC.
                                    a New Jersey corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    MULTI-CARE MEDICAL CAR SERVICE, INC.
                                    a New Jersey corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------




                                       96
<PAGE>   102
                                    MULTI-HEALTH CORP.
                                    a Florida corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    MYERS AMBULANCE SERVICE, INC.
                                    an Indiana corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    NATIONAL AMBULANCE & OXYGEN
                                    SERVICE, INC.
                                    a New York corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    NORTH MISS. AMBULANCE SERVICE, INC.
                                    a Mississippi corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    PHYSICIANS AMBULANCE SERVICE, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    PROFESSIONAL MEDICAL SERVICES, INC.
                                    an Arkansas corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                       97
<PAGE>   103
                                    RISC AMERICA ALABAMA
                                    FIRE SAFETY SERVICES, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    R/M MANAGEMENT CO., INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    R/M OF MISSISSIPPI, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    R/M OF TENNESSEE G.P., INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    R/M OF TENNESSEE L.P., INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    R/M OF TEXAS G.P., INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------




                                       98
<PAGE>   104
                                    R/M PARTNERS, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RMC CORPORATE CENTER, L.L.C.
                                    an Arizona limited liability company

                                    By:  RURAL/METRO CORPORATION,
                                            an Arizona corporation
                                            Its Member

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO ARGENTINA, L.L.C.
                                    an Arizona limited liability company

                                    By:  RURAL/METRO INTERNATIONAL, INC.
                                            a Delaware corporation
                                            Its Member

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO BRASIL, L.L.C.
                                    an Arizona corporation

                                    By:  RURAL/METRO INTERNATIONAL, INC.
                                            a Delaware corporation
                                            Its Member

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                       99
<PAGE>   105
                                    RURAL/METRO CANADIAN HOLDINGS, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO COMMUNICATIONS
                                    SERVICES, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO CORPORATION
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO CORPORATION OF FLORIDA
                                    a Florida corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO CORPORATION OF TENNESSEE
                                    a Tennessee corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO FIRE DEPT., INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                       100
<PAGE>   106
                                    RURAL/METRO INTERNATIONAL, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO MID-ATLANTIC, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF ALABAMA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF ARGENTINA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF ARKANSAS, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                    RURAL/METRO OF ARLINGTON, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------





                                      101
<PAGE>   107
                                    RURAL/METRO OF BRASIL, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF CALIFORNIA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF CENTRAL ALABAMA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF CENTRAL OHIO, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------

                                    RURAL/METRO OF GEORGIA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF INDIANA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                      102
<PAGE>   108
                                    RURAL/METRO OF INDIANA, L.P.
                                    a Delaware limited partnership

                                    By:  THE AID AMBULANCE COMPANY, INC.
                                            a Delaware corporation
                                            Its General Partner

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF INDIANA II., L.P.
                                    a Delaware corporation

                                    By:  THE AID AMBULANCE COMPANY, INC.
                                            a Delaware corporation
                                            Its General Partner

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF KENTUCKY, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF MISSISSIPPI, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF NEBRASKA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                      103
<PAGE>   109
                                    RURAL/METRO OF NEW YORK, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF NORTH FLORIDA, INC.
                                    a Florida corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF OHIO, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF OREGON, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF ROCHESTER, INC.
                                    a New York corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF SAN DIEGO, INC.
                                    a California corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------




                                      104
<PAGE>   110
                                    RURAL/METRO OF SOUTH CAROLINA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF SOUTH DAKOTA, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF TENNESSEE, L.P.
                                    a Delaware limited partnership

                                    By:  R/M OF TENNESSEE, G.P., INC.,
                                            a Delaware corporation
                                            Its General Partner

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF TEXAS, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO OF TEXAS, L.P.
                                    a Delaware limited partnership

                                    By:  R/M OF TEXAS G.P., INC.
                                            a Delaware corporation
                                            Its General Partner

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------




                                      105
<PAGE>   111
                                    RURAL/METRO PROTECTION SERVICES, INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    RURAL/METRO TEXAS HOLDINGS, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    SW GENERAL, INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                    SIOUX FALLS AMBULANCE, INC.
                                    a South Dakota corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    SOUTH GEORGIA EMERGENCY
                                    MEDICAL SERVICES, INC.
                                    a Georgia corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------




                                      106
<PAGE>   112
                                    SOUTHWEST AMBULANCE OF CASA
                                    GRANDE, INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    SOUTHWEST AMBULANCE OF
                                    SOUTHEASTERN ARIZONA, INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    SOUTHWEST AMBULANCE OF TUCSON, INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    SOUTHWEST GENERAL SERVICES, INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    THE AID AMBULANCE COMPANY, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                      107
<PAGE>   113
                                    THE AID COMPANY, INC.
                                    an Indiana corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    THE WESTERN NEW YORK EMERGENCY
                                    MEDICAL SERVICES TRAINING INSTITUTE INC.
                                    a New York corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    TOWNS AMBULANCE SERVICE, INC.
                                    a New York corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    UNITED MEDICAL SERVICES, INC.
                                    a Washington corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                    VALLEY FIRE SERVICE, INC.
                                    a Delaware corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------



                                    W & W LEASING COMPANY, INC.
                                    an Arizona corporation

                                    By: /s/ Mark E. Liebner
                                       -----------------------------------
                                       Name: Mark E. Liebner
                                             -----------------------------
                                       Title: Vice President
                                              ----------------------------


                                      108
<PAGE>   114
                                    EXHIBIT A

                                  FORM OF NOTE

                                 (FACE OF NOTE)


[Delete this paragraph in the case of an Unrestricted Certificated Note or an
Unrestricted Global Note] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS AND ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A
NON-U.S. PERSON THAT IS OUTSIDE THE UNITED STATES; (2) AGREES THAT IT WILL NOT
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY, (B) TO A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO
THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH CAN
BE OBTAINED FROM THE TRUSTEE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) OUTSIDE THE
UNITED STATES TO A PERSON THAT IS NOT A "U.S. PERSON" AS DEFINED IN RULE 902
UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904
UNDER THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY
REQUIREMENT OF LAW THAT THE DISPOSITION OF SUCH HOLDER'S PROPERTY OR THE
PROPERTY OF SUCH ACCOUNT AT ALL TIMES BE WITHIN ITS CONTROL AND TO COMPLIANCE
WITH APPLICABLE SECURITIES LAWS OF ANY JURISDICTION; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THE TRANSFER RESTRICTIONS SET FORTH IN THIS
LEGEND. IN CONNECTION WITH ANY TRANSFER OF ANY CERTIFICATED SECURITY, THE HOLDER
MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE OF SUCH CERTIFICATED
SECURITY RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH CERTIFICATED
SECURITY TO THE TRUSTEE. IF ANY PROPOSED TRANSFEREE IS AN INSTITUTIONAL
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER 



                                      A-1
<PAGE>   115
OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR APPLICABLE SECURITIES LAWS OF
ANY JURISDICTION. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO
REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING
RESTRICTIONS.

[Delete this paragraph in the case of a Certificated Note] THIS GLOBAL NOTE IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS
NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS THEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE
MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF
THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.


                                      A-2
<PAGE>   116
                                                         CUSIP NUMBER __________

                             RURAL/METRO CORPORATION

                           7-7/8% SENIOR NOTE DUE 2008


                  RURAL/METRO CORPORATION, a Delaware corporation (the
"Company", which term includes any successor corporation), for value received
promises to pay to ___________________ or registered assigns the principal sum
of ___________________ Dollars, on March 15, 2008.

         Interest Payment Dates:  March 15 and September 15, commencing
September 15, 1998

         Record Dates:  March 1 and September 1

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



                           [Intentionally left blank]

                                      A-3
<PAGE>   117
                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

Dated:  ____________ ____, 1998

                                           RURAL/METRO CORPORATION,
                                           a Delaware corporation


                                           By: _________________________________
                                              Name:
                                              Title:


                                           By: _________________________________
                                              Name:
                                              Title:

Certificate of Authentication:
This is one of the 7-7/8% Senior
Notes due 2008 referred to in
the within-mentioned Indenture

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By:  ___________________________________
         Authorized Signatory


                                      A-4
<PAGE>   118
                                 (REVERSE SIDE)

                             RURAL/METRO CORPORATION

                           7-7/8% SENIOR NOTE DUE 2008


1.   INTEREST.

                  (a) Rural/Metro Corporation, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at a
rate of 7-7/8% per annum from the date of original issuance until maturity.
Interest is payable semi-annually in arrears on March 15 and September 15 of
each year, commencing on September 15, 1998, to Holders of record of the Notes
at the close of business on the immediately preceding March 1 and September 1,
respectively (whether or not a Business Day). Interest on the 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 original issuance. Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months. The Notes will be
issued in denominations of $1,000 and any integral multiple of $1,000. The
Company shall pay interest on overdue principal at 9-7/8% per annum, and it
shall pay interest on overdue installments of interest at the same rate to the
extent lawful.

                  [Delete the following paragraph in the case of an Unrestricted
Certificated Note or an Unrestricted Global Note]

                  (b) If (i) the Company fails to file any of the Registration
Statements required by the Registration Rights Agreement on or before the date
specified for such filing, (ii) any of such Registration Statements is not
declared effective by the Commission on or prior to the date specified for such
effectiveness (the "Effectiveness Target Date"), (iii) the Company fails to
consummate the Exchange Offer within 30 business days of the Effectiveness
Target Date with respect to the Exchange Offer Registration Statement or (iv)
the Shelf Registration Statement or the Exchange Offer Registration Statement is
declared effective but thereafter ceases to be effective or useable in
connection with resales of Transfer Restricted Securities during the periods
specified in the Registration Rights Agreement (each such event referred to in
clauses (i) through (iv) above a "Registration Default"), then the Company will
pay Liquidated Damages to each holder of Notes, with respect to the first 90-day
period immediately following the occurrence of the first Registration Default,
in an amount equal to one-half of one percentage point (0.5%) per annum of the
principal amount of Notes held by such holder. The amount of the Liquidated
Damages will increase by an additional one-half of one percent (0.5%) per annum
for each subsequent 90-day period until all Registration Defaults have been
cured, up to a maximum amount of one and one-half percent (1.5%) per annum. All
accrued Liquidated Damages will be paid by the Company on each Interest Payment
Date to the holder of any Global Note by wire transfer of immediately available
funds or by federal funds check and to holders of Certificated Securities by
wire 


                                      A-5
<PAGE>   119
transfer to the accounts specified by them or by mailing checks to their
registered addresses if no such accounts have been specified.

2.   METHOD OF PAYMENT.

                  The Company will pay interest on the Notes (except defaulted
interest) and Liquidated Damages to the Persons who are registered Holders of
Notes at the close of business on the March 1 and September 1 next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.11
of the Indenture with respect to defaulted interest. If this Note is a Global
Note, payments in respect of this Note (including principal, premium, interest
and Liquidated Damages, if any) shall be made by wire transfer of immediately
available funds to the accounts specified by the Holder hereof. If this Note is
a Certificated Note, the Company will make all payments of principal, premium,
interest and Liquidated Damages, if any, by wire transfer of immediately
available funds to the accounts specified by the Holder hereof or, if no such
account is specified, by mailing a check to such Holder's registered address.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

3.   PAYING AGENT AND REGISTRAR.

                  Initially, The First National Bank of Chicago, the Trustee
under the Indenture, will act as Paying Agent.

4.   INDENTURE.

                  The Company issued this Note under an Indenture dated as of
March 16, 1998 (as such may be amended, supplemented or otherwise modified from
time to time, the "Indenture") among the Company, the Guarantors and the
Trustee. The terms of this Note include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939 (15
U.S. Code Sections 77aaa-77bbbb) as in effect on the date of the
Indenture. This Note is subject to all such terms, and the Holder of this Note
is referred to the Indenture and said Trust Indenture Act for a statement of
them. All capitalized terms in this Note, unless otherwise defined, have the
meanings assigned to them in the Indenture. The Notes will be limited to up to
$150,000,000 aggregate principal amount.

5.   OPTIONAL REDEMPTION.

                  (a) Except as set forth below, the Notes will not be
redeemable at the option of the Company prior to March 15, 2003. Thereafter, the
Notes will be redeemable at any time, and from time to time, at the option of
the Company, in whole or in part, at the redemption prices set forth in Section
3.07 of the Indenture.

                  (b) Notwithstanding the foregoing, at any time prior to March
15, 2001, the Company may redeem up to an aggregate of $52,000,000 in principal
amount of Notes at a redemption price equal to 107.875% Redemption Date with the
net cash 


                                      A-6
<PAGE>   120
proceeds of one or more Public Equity Offerings, provided that at least
$98,000,000 million in principal amount of Notes remains outstanding immediately
following each such redemption and that any such redemption occurs within 90
days following the closing of any such Public Equity Offering.

6.   MANDATORY REDEMPTION.

                  Except as set forth under Sections 4.19 and 4.20 of the
Indenture the Company is not obligated to make any mandatory redemption of or
sinking fund payments with respect to the Notes.

7.   NOTICE OF REDEMPTION.

                  Notice of redemption will be mailed via first class mail at
least 30 days but not more than 60 days prior to the Redemption Date to each
Holder of Notes to be redeemed at its registered address as it shall appear on
the register of the Notes maintained by the Registrar. On and after any
Redemption Date, interest will cease to accrue on the Notes or portions thereof
called for redemption unless the Company shall fail to deposit the redemption
price of such Notes or portions thereof with the paying agent.

8.   OFFERS TO PURCHASE.

                  The Indenture requires that certain proceeds from Asset Sales
be used, subject to further limitations contained therein, to make an offer to
purchase certain amounts of Notes in accordance with the procedures set forth in
the Indenture. The Company is also required to make an offer to purchase Notes
upon occurrence of a Change of Control in accordance with procedures set forth
in the Indenture.

9.   DENOMINATIONS, TRANSFER, EXCHANGE.

                  The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples thereof. A Holder may register
the transfer or exchange of Notes in accordance with the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder 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 Note selected
for redemption or register the transfer of or exchange any Note for a period of
15 days before a selection of Notes to be redeemed or any Note after it is
called for redemption in whole or in part, except the unredeemed portion of any
Note being redeemed in part.

10.  PERSONS DEEMED OWNERS.

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


                                      A-7
<PAGE>   121
11.  UNCLAIMED MONEY.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its written request unless an abandoned property law designates
another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.

12.  AMENDMENT, SUPPLEMENT AND WAIVER.

                  Subject to certain exceptions, the Indenture, the Notes and
the Guarantees thereof may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Notes, and any existing default or compliance with any provision of the
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes. Certain amendments
specified in the Indenture shall not be effective against a Holder without the
consent of such Holder (or a prior Holder). Without the consent of any Holder of
a Note, the Company and the Trustee may amend or supplement the Indenture, the
Notes or any Guarantee thereof to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or any Guarantor's
obligations to Holders of the Notes in case of a merger or consolidation, to
make any change that does not adversely affect the legal rights under the
Indenture of any such Holder, to evidence and provide for the acceptance of
appointment under the Indenture by a successor Trustee with respect to the Notes
or to add additional guarantors with respect to the Notes.

13.  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 the Trustee.

14.  NO RECOURSE AGAINST OTHERS.

                  As more fully described in the Indenture, a stockholder,
incorporator, officer, director, member, partner, affiliate, beneficiary or
employee, as such, of the Company or any Guarantor shall not have any liability
for any obligations of the Company or any Guarantor under the 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 Note by accepting this Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issuance of this Note.

15.  DEFEASANCE AND COVENANT DEFEASANCE.

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

                                      A-8
<PAGE>   122
16.  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).

17.  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 Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders of the Notes. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

18.  GOVERNING LAW.

                  THE INDENTURE AND THE 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 THE INDENTURE OR THE NOTES.

                  THE COMPANY WILL FURNISH TO ANY HOLDER OF A NOTE UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:

                            Rural/Metro Corporation
                            8401 East Indian School Road
                            Scottsdale, Arizona  85251
                            Attention:  Chief Financial Officer

19.  AUTHENTICATION.

                  This Note shall not be valid until the Trustee or an
authenticating agent manually signs the Certificate of Authentication on the
other side of this Note.

20.  INDEMNIFICATION.

                  The Holder of this Note, by acceptance hereof, agrees to
indemnify the Company and the Trustee against any liability that may result from
the transfer, exchange or assignment of this Note in violation of any provision
of the Indenture and/or applicable U.S. Federal or state securities law.



                                      A-9
<PAGE>   123
                                   ASSIGNMENT


I or we assign and transfer this 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 Note on the books of the Company. The Agent may
substitute another to act for him.

                                    Check One

/ /  (a) this Note is being transferred in compliance with the exemption
         from registration under the Securities Act provided by Rule 144A
         thereunder.

                                       or

/ /  (b) this Note is being transferred other than in accordance with (a)
         above and documents are being furnished which comply with the
         conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Section 2.06 (Transfer and Exchange) of the Indenture shall
have been satisfied.

Date:    _______________________

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

 Signature Guarantee: _________________________________________________________



                                      A-10
<PAGE>   124
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated: ____________________


_____________________________________

NOTICE:  To be executed by an executive officer




                                      A-11
<PAGE>   125
                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.19 or Section 4.20 of the
Indenture, check the appropriate box:

         / /   Section 4.19

         / /   Section 4.20


                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.19 or Section 4.20 of the Indenture, state the
principal amount you elect to have purchased:

$____________________
 (multiple of $1,000)

Date: _______________




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




_________________________
Signature Guaranteed




                                      A-12
<PAGE>   126

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE


      The following exchanges of a part of this Global Note have been made:

<TABLE>
<CAPTION>
----------------------- -------------------- -------------------- -------------------- --------------------

   Date of Exchange     Amount of decrease   Amount of increase    Principal Amount       Signature of
                           in Principal         in Principal        of this Global     authorized officer
                          Amount of this       Amount of this       Note following             of
                            Global Note          Global Note       such decrease (or     Trustee or Note
                                                                       increase)            Custodian

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






</TABLE>



                                      A-13
<PAGE>   127
                 FORM OF NOTATION ON NOTE RELATING TO GUARANTEE



         Pursuant and subject to the terms of the Indenture, each Guarantor has
jointly and severally and unconditionally guaranteed to each Holder and to the
Trustee the full and punctual payment of the principal of, premium, if any,
interest and Liquidated Damages, if any, on the Notes.

         Each Guarantor's liability shall be limited as set forth in Section
10.03 of the Indenture, and Guarantors may be released from the Guarantee as
provided in Sections 9.01, 9.02, 9.03 and 10.04 of the Indenture.

         The provision of Article 10 of the Indenture are incorporated herein by
reference. Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.

                     AID AMBULANCE AT VIGO COUNTY, INC.
                     an Indiana corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     AMBULANCE TRANSPORT SYSTEMS, INC.
                     a New Jersey corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     AMERICAN LIMOUSINE SERVICE, INC.
                     an Ohio corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     ARROW AMBULANCE, INC.
                     an Idaho corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________



                                      A-14
<PAGE>   128
                     BEACON TRANSPORTATION, INC.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     CITY WIDE AMBULANCE SERVICE, INC.
                     an Ohio corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________

                     CORNING AMBULANCE SERVICE INC.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     DONLOCK, LTD.
                     a Pennsylvania corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     E.M.S. VENTURES, INC.
                     a Georgia corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     EMS VENTURES OF SOUTH CAROLINA, INC.
                     a South Carolina corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-15
<PAGE>   129
                     EASTERN AMBULANCE SERVICE, INC.
                     a Nebraska corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     EASTERN PARAMEDICS, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     GOLD CROSS AMBULANCE SERVICES, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     GOLD CROSS AMBULANCE SERVICES OF PA., INC.
                     an Ohio corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     KEEFE & KEEFE, INC.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     KEEFE & KEEFE AMBULETTE, LTD.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-16
<PAGE>   130
                     LASALLE AMBULANCE INC.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MEDI-CAB OF GEORGIA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MEDICAL EMERGENCY DEVICES AND SERVICES (MEDS), INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MEDICAL TRANSPORTATION SERVICES, INC.
                     a South Dakota corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MEDSTAR EMERGENCY MEDICAL SERVICES, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-17
<PAGE>   131
                     MERCURY AMBULANCE SERVICE, INC.
                     a Kentucky corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     METRO CARE CORP.
                     an Ohio corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MO-RO-KO, INC.
                     an Arizona corporation
                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MULTI CAB INC..
                     a New Jersey corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MULTI-CARE INTERNATIONAL, INC.
                     a New Jersey corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MULTI-CARE MEDICAL CAR SERVICE, INC.
                     a New Jersey corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-18
<PAGE>   132
                     MULTI-HEALTH CORP.
                     a Florida corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     MYERS AMBULANCE SERVICE, INC.
                     an Indiana corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     NATIONAL AMBULANCE & OXYGEN
                     SERVICE, INC.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     NORTH MISS. AMBULANCE SERVICE, INC.
                     a Mississippi corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     PHYSICIANS AMBULANCE SERVICE, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     PROFESSIONAL MEDICAL SERVICES, INC.
                     an Arkansas corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-19
<PAGE>   133
                     RISC AMERICA ALABAMA
                     FIRE SAFETY SERVICES, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     R/M MANAGEMENT CO., INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     R/M OF MISSISSIPPI, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     R/M OF TENNESSEE G.P., INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     R/M OF TENNESSEE L.P., INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     R/M OF TEXAS G.P., INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-20
<PAGE>   134
                     R/M PARTNERS, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RMC CORPORATE CENTER, L.L.C.
                     an Arizona limited liability company

                     By:  RURAL/METRO CORPORATION,
                          an Arizona corporation
                          Its Member

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO ARGENTINA, L.L.C.
                     an Arizona limited liability company

                     By:  RURAL/METRO INTERNATIONAL, INC.
                            a Delaware corporation
                            Its Member

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO BRASIL, L.L.C.
                     an Arizona corporation

                     By:  RURAL/METRO INTERNATIONAL, INC.
                            a Delaware corporation
                            Its Member

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-21
<PAGE>   135
                     RURAL/METRO CANADIAN HOLDINGS, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                      RURAL/METRO COMMUNICATIONS
                      SERVICES, INC.
                      a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO CORPORATION
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO CORPORATION OF FLORIDA
                     a Florida corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO CORPORATION OF TENNESSEE
                     a Tennessee corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO FIRE DEPT., INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-22
<PAGE>   136
                     RURAL/METRO INTERNATIONAL, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO MID-ATLANTIC, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF ALABAMA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                      RURAL/METRO OF ARGENTINA, INC.
                      a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF ARKANSAS, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF ARLINGTON, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-23
<PAGE>   137
                     RURAL/METRO OF BRASIL, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF CALIFORNIA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF CENTRAL ALABAMA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF CENTRAL OHIO, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF GEORGIA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF INDIANA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-24
<PAGE>   138
                     RURAL/METRO OF INDIANA, L.P.
                     a Delaware limited partnership

                     By:  THE AID AMBULANCE COMPANY, INC.
                            a Delaware corporation
                            Its General Partner

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF INDIANA II., L.P.
                     a Delaware corporation

                     By:  THE AID AMBULANCE COMPANY, INC.
                            a Delaware corporation
                            Its General Partner

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF KENTUCKY, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF MISSISSIPPI, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF NEBRASKA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-25
<PAGE>   139
                     RURAL/METRO OF NEW YORK, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF NORTH FLORIDA, INC.
                     a Florida corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF OHIO, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF OREGON, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF ROCHESTER, INC.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF SAN DIEGO, INC.
                     a California corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-26
<PAGE>   140
                     RURAL/METRO OF SOUTH CAROLINA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF SOUTH DAKOTA, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF TENNESSEE, L.P.
                     a Delaware limited partnership

                     By:  R/M OF TENNESSEE, G.P., INC.,
                            a Delaware corporation
                            Its General Partner

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF TEXAS, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO OF TEXAS, L.P.
                     a Delaware limited partnership

                     By:  R/M OF TEXAS G.P., INC.
                            a Delaware corporation
                            Its General Partner

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-27
<PAGE>   141
                     RURAL/METRO PROTECTION SERVICES, INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     RURAL/METRO TEXAS HOLDINGS, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     SW GENERAL, INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     SIOUX FALLS AMBULANCE, INC.
                     a South Dakota corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     SOUTH GEORGIA EMERGENCY
                     MEDICAL SERVICES, INC.
                     a Georgia corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-28
<PAGE>   142
                     SOUTHWEST AMBULANCE OF CASA
                     GRANDE, INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     SOUTHWEST AMBULANCE OF
                     SOUTHEASTERN ARIZONA, INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     SOUTHWEST AMBULANCE OF TUCSON, INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     SOUTHWEST GENERAL SERVICES, INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     THE AID AMBULANCE COMPANY, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                                      A-29
<PAGE>   143
                     THE AID COMPANY, INC.
                     an Indiana corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     THE WESTERN NEW YORK EMERGENCY
                     MEDICAL SERVICES TRAINING INSTITUTE INC.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     TOWNS AMBULANCE SERVICE, INC.
                     a New York corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     UNITED MEDICAL SERVICES, INC.
                     a Washington corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     VALLEY FIRE SERVICE, INC.
                     a Delaware corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________


                     W & W LEASING COMPANY, INC.
                     an Arizona corporation

                     By: __________________________________
                       Name: ______________________________
                       Title:______________________________



                                      A-30
<PAGE>   144
                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER


Rural/Metro Corporation
8401 East Indian School Road
Scottsdale, Arizona  85251

The First National Bank of Chicago
14 Wall Street, Eighth Floor
New York, New York  10005


         Re:  7-7/8% Senior Notes due 2008

         Reference is hereby made to the Indenture, dated as of March 16, 1998
(as such may have been amended, supplemented or otherwise modified to the date
hereof, the "Indenture"), among Rural/Metro Corporation, as issuer (the
"Company"), the Guarantors party thereto and The First National Bank of Chicago,
as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

         _______________________ (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to ____________ (the "Transferee"), as further specified in Annex A
hereto. In connection the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

1. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A CERTIFICATED NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Certificated Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or
Certificated Note for its own account or for one or more accounts with respect
to which such Person exercises sole investment discretion, and such Person and
each such account is a "qualified institutional buyer" within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such
Transfer is in compliance with any applicable blue sky securities laws of states
of the United States. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Certificated Note and in the Indenture and the Securities Act.


                                      B-1
<PAGE>   145
2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION GLOBAL NOTE OR A CERTIFICATED NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby, further
certifies that (i) the Transfer is not being made to a Person in the United
States, and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United
States or (y) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor nor any Person
acting on its behalf knows that the transaction was prearranged with a buyer in
the United States, (ii) no directed selling efforts have been made in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S
under the Securities Act, (iii) the transaction is not part of a plan or scheme
to evade the registration requirements of the Securities Act and (iv) if the
proposed transfer is being made prior to the expiration of any restricted period
under applicable law, the Transfer is not being made to a U.S. Person or for the
account or benefit of a U.S. Person (other than an initial Purchaser). Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Certificated Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Certificated Note and
in the Indenture and the Securities Act.

3. / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A CERTIFICATED NOTE PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Certificated
Notes and pursuant to and in accordance with the Securities Act and any
applicable blue sky securities laws of states of the United States, and
accordingly the Transferor hereby further certifies that (check one):

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

                                       or

(b) / / such Transfer is being effected to the Company or a subsidiary thereof:

                                       or

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

                                       or



                                      B-2
<PAGE>   146
(d) / / such Transfer is being effected to an Institutional Accredited Investor
and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted Global Note or
Restricted Certificated Notes and the requirements of the exemption claimed,
which certification is supported by (1) a certificate executed by the Transferee
in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided
by the Transferor or the Transferee (a copy of which the Transferor has attached
to this certification), to the effect that such Transfer is in compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the IAI Global Note and/or the
Certificated Notes and in the Indenture and the Securities Act.

4. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED CERTIFICATED NOTE.

         (a) / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of states of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Certificated Notes and in the Indenture.

         (b) / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of states
of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Certificated Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Certificated Notes and in the Indenture.

         (c) / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being, effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of states of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest 


                                      B-3
<PAGE>   147
or Certificated Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Certificated Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit, for the benefit of the Company, and for the benefit of your counsel and
the Company's counsel, who may rely hereon.


                             __________________________
                             [Insert Name of Transferor]


                             By: ______________________
                                 Name:
                                 Title:

Dated:  _____________, ____




                                      B-4
<PAGE>   148
                       ANNEX A TO CERTIFICATE OF TRANSFER



1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)  / /  a beneficial interest in the:

                  (i)  / /  144A Global Note (CUSIP _______), or

                  (ii)  / /  Regulation S Global Note (CUSIP ________), or

                  (iii)  / /  IAI Global Note (CUSIP ________): or


         (b)  / /  a Restricted Certificated Note.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)  / /  a beneficial interest in the:

                  (i)  / /  144A Global Note (CUSIP ________), or

                  (ii)  / /  Regulation S Global Note (CUSIP ________), or

                  (iii)  / /  IAI Global Note (CUSIP _______); or

                  (iv)  / /  Unrestricted Global Note (CUSIP____); or

         (b)  / /  a Restricted Certificated Note: or

         (c)  / /  an Unrestricted Certificated Note.

         in accordance with the terms of the indenture.



                                      B-5
<PAGE>   149
                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


Rural/Metro Corporation
8401 East Indian School Road
Scottsdale, Arizona  85251

The First National Bank of Chicago
14 Wall Street, Eighth Floor
New York, New York  10005


                        Re: 7-7/8% Senior Notes due 2008

                                (CUSIP_________)

         Reference is hereby made to the Indenture, dated as of March 16, 1998
(as such may have been amended, supplemented, or otherwise modified to the date
hereof, the "Indenture"), among Rural/Metro Corporation, as issuer (the
"Company"), the Guarantors party thereto and The First National Bank of Chicago,
as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

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

         EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED CERTIFICATED NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

         (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO AN UNRESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Global Notes and pursuant to
and in accordance with the United States Securities Act of 1933, as amended (the
"Securities Act"), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest in an
Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of states of the United States.

         (b) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED CERTIFICATED NOTE. In connection with the
Exchange of the 


                                      C-1
<PAGE>   150
Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Certificated Note, the Owner hereby certifies (i) the Certificated Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Certificated Note is being acquired in
compliance with any applicable blue sky securities laws of states of the United
States.

         (c) / / CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Certificated Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Certificated Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any applicable blue
sky, securities laws of states of the United States.

         (d) / / CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO AN
UNRESTRICTED CERTIFICATED NOTE. In connection with the Exchange of the Owner's
Restricted Certificated Note for an Unrestricted Certificated Note, the Owner
hereby certifies (i) the Certificated Note is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Certificated Notes
and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Certificated Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

This certificate and the statements contained herein are made for your benefit
and the benefit of the Company, and for the benefit of your counsel and the
Company's counsel, who may rely hereon.

                                                     ________________________
                                                     [Insert Name of Owner]

                                                     By: ____________________
                                                         Name:
                                                         Title:
Dated:  ___________, ____



                                      C-2
<PAGE>   151
                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


Rural/Metro Corporation
8401 East Indian School Road
Scottsdale, Arizona  85251

The First National Bank of Chicago
14 Wall Street, Eighth Floor
New York, New York  10005


                        Re: 7-7/8% Senior Notes due 2008

         Reference is hereby made to the Indenture, dated as of March 16, 1998
(as such may have been amended, supplemented or otherwise modified to the date
hereof the "Indenture"), among Rural/Metro Corporation, as issuer (the
"Company"), the Guarantors party thereto and The First National Bank of Chicago,
as trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

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


         (a)  / / a beneficial interest in a Global Note, or

         (b)  / / a Certificated Note.

                  we confirm that:

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

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its 


                                       D-1
<PAGE>   152
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144 under the Securities Act or (F) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any Person purchasing the Certificated Note or beneficial interest in a
Global Note from us in a transaction meeting the requirements of clauses (A)
through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

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

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

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

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

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

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

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


                                      D-2
<PAGE>   153
                                    EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
_________ __, 19__, among [NEW GUARANTOR] (the "New Guarantor"), RURAL/METRO
CORPORATION, a Delaware corporation (the "Company") and the existing Guarantors
(the "Existing Guarantors") under this Indenture referred to below, and THE
FIRST NATIONAL BANK OF CHICAGO, as trustee under this Indenture referred to
below (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS the Company has heretofore executed and delivered to the
Trustee an Indenture (as such may have been amended, supplemented and modified
to the date hereof, the "Indenture"), dated as of March 16, 1998, providing for
the issuance of an aggregate principal amount of $150,000,000 of 7-7/8% Senior
Notes due 2008 (the "Notes");

         WHEREAS this Indenture provides that under certain circumstances the
company is required to cause the New Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which the New Guarantor shall
unconditionally guarantee all of the Company" obligations under the Notes
pursuant to a Guarantee on the terms and conditions set forth herein; and

         WHEREAS pursuant to Section 8.01 of this Indenture, the Trustee, the
Company and Existing Guarantors are authorized to execute and deliver this
Supplemental Indenture;

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:

         1. Definitions. (a) Capitalized terms used herein without definition
shall have the meanings assigned to them in this Indenture.

         (b) For all purposes of this Supplement, except as otherwise herein
expressly provided or unless the context otherwise requires: (i) the terms and
expressions used herein shall have the same meanings as corresponding terms and
expressions used in this Indenture; and (ii) the words "herein," "hereof" and
"hereby" and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular
section hereof.

         2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly and
severally with all other Guarantors, to guarantee the Company's obligations
under the


                                      E-1
<PAGE>   154
Notes on the terms and subject to the conditions set forth in Article 10 of the
Indenture and to be bound by all other applicable provisions of the Indenture.

         3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.

         4. Governing Law. THIS SUPPLEMENTAL INDENTURE 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.

         5. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.

         6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

         7. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.

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

                                    [NEW GUARANTOR]

                                    By: __________________________________
                                       Name:______________________________
                                       Title: ____________________________

                                    RURAL/METRO CORPORATION
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-2
<PAGE>   155
                                    AID AMBULANCE AT VIGO COUNTY, INC.
                                    an Indiana corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    AMBULANCE TRANSPORT SYSTEMS, INC.
                                    a New Jersey corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    AMERICAN LIMOUSINE SERVICE, INC.
                                    an Ohio corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    ARROW AMBULANCE, INC.
                                    an Idaho corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    BEACON TRANSPORTATION, INC.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    CITY WIDE AMBULANCE SERVICE, INC.
                                    an Ohio corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-3
<PAGE>   156
                                    CORNING AMBULANCE SERVICE INC.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    DONLOCK, LTD.
                                    a Pennsylvania corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    E.M.S. VENTURES, INC.
                                    a Georgia corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    EMS VENTURES OF SOUTH CAROLINA, INC.
                                    a South Carolina corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    EASTERN AMBULANCE SERVICE, INC.
                                    a Nebraska corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    EASTERN PARAMEDICS, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-4
<PAGE>   157
                                    GOLD CROSS AMBULANCE SERVICES, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    GOLD CROSS AMBULANCE SERVICES OF PA., INC.
                                    an Ohio corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    KEEFE & KEEFE, INC.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    KEEFE & KEEFE AMBULETTE, LTD.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    LASALLE AMBULANCE INC.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MEDI-CAB OF GEORGIA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-5
<PAGE>   158
                                    MEDICAL EMERGENCY DEVICES AND SERVICES
                                    (MEDS), INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MEDICAL TRANSPORTATION SERVICES, INC.
                                    a South Dakota corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MEDSTAR EMERGENCY MEDICAL SERVICES, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MERCURY AMBULANCE SERVICE, INC.
                                    a Kentucky corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    METRO CARE CORP.
                                    an Ohio corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MO-RO-KO, INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-6
<PAGE>   159
                                    MULTI CAB INC..
                                    a New Jersey corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MULTI-CARE INTERNATIONAL, INC.
                                    a New Jersey corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MULTI-CARE MEDICAL CAR SERVICE, INC.
                                    a New Jersey corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MULTI-HEALTH CORP.
                                    a Florida corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    MYERS AMBULANCE SERVICE, INC.
                                    an Indiana corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    NATIONAL AMBULANCE & OXYGEN
                                    SERVICE, INC.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-7
<PAGE>   160
                                    NORTH MISS. AMBULANCE SERVICE, INC.
                                    a Mississippi corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    PHYSICIANS AMBULANCE SERVICE, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    PROFESSIONAL MEDICAL SERVICES, INC.
                                    an Arkansas corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RISC AMERICA ALABAMA
                                    FIRE SAFETY SERVICES, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    R/M MANAGEMENT CO., INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    R/M OF MISSISSIPPI, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-8
<PAGE>   161
                                    R/M OF TENNESSEE G.P., INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    R/M OF TENNESSEE L.P., INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    R/M OF TEXAS G.P., INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    R/M PARTNERS, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RMC CORPORATE CENTER, L.L.C.
                                    an Arizona limited liability company

                                    By:  RURAL/METRO CORPORATION,
                                            an Arizona corporation
                                            Its Member

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


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<PAGE>   162
                                    RURAL/METRO ARGENTINA, L.L.C.
                                    an Arizona limited liability company

                                    By:  RURAL/METRO INTERNATIONAL, INC.
                                            a Delaware corporation
                                            Its Member

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO BRASIL, L.L.C.
                                    an Arizona corporation

                                    By:  RURAL/METRO INTERNATIONAL, INC.
                                            a Delaware corporation
                                            Its Member

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO CANADIAN HOLDINGS, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO COMMUNICATIONS
                                    SERVICES, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-10
<PAGE>   163
                                    RURAL/METRO CORPORATION
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO CORPORATION OF FLORIDA
                                    a Florida corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO CORPORATION OF TENNESSEE
                                    a Tennessee corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO FIRE DEPT., INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO INTERNATIONAL, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO MID-ATLANTIC, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-11
<PAGE>   164
                                    RURAL/METRO OF ALABAMA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF ARGENTINA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF ARKANSAS, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF ARLINGTON, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF BRASIL, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF CALIFORNIA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


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<PAGE>   165
                                    RURAL/METRO OF CENTRAL ALABAMA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF CENTRAL OHIO, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF GEORGIA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF INDIANA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF INDIANA, L.P.
                                    a Delaware limited partnership

                                    By:  THE AID AMBULANCE COMPANY, INC.
                                            a Delaware corporation
                                            Its General Partner

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-13
<PAGE>   166
                                    RURAL/METRO OF INDIANA II., L.P.
                                    a Delaware corporation

                                    By:  THE AID AMBULANCE COMPANY, INC.
                                            a Delaware corporation
                                            Its General Partner

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF KENTUCKY, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF MISSISSIPPI, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF NEBRASKA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF NEW YORK, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-14
<PAGE>   167
                                    RURAL/METRO OF NORTH FLORIDA, INC.
                                    a Florida corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF OHIO, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF OREGON, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF ROCHESTER, INC.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF SAN DIEGO, INC.
                                    a California corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF SOUTH CAROLINA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-15
<PAGE>   168
                                    RURAL/METRO OF SOUTH DAKOTA, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF TENNESSEE, L.P.
                                    a Delaware limited partnership

                                    By:  R/M OF TENNESSEE, G.P., INC.,
                                            a Delaware corporation
                                            Its General Partner

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF TEXAS, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO OF TEXAS, L.P.
                                    a Delaware limited partnership

                                    By:  R/M OF TEXAS G.P., INC.
                                            a Delaware corporation
                                            Its General Partner

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    RURAL/METRO PROTECTION SERVICES, INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-16
<PAGE>   169
                                    RURAL/METRO TEXAS HOLDINGS, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    SW GENERAL, INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    SIOUX FALLS AMBULANCE, INC.
                                    a South Dakota corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    SOUTH GEORGIA EMERGENCY
                                    MEDICAL SERVICES, INC.
                                    a Georgia corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    SOUTHWEST AMBULANCE OF CASA
                                    GRANDE, INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-17
<PAGE>   170
                                    SOUTHWEST AMBULANCE OF
                                    SOUTHEASTERN ARIZONA, INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    SOUTHWEST AMBULANCE OF TUCSON, INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    SOUTHWEST GENERAL SERVICES, INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    THE AID AMBULANCE COMPANY, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    THE AID COMPANY, INC.
                                    an Indiana corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-18
<PAGE>   171

                                    THE WESTERN NEW YORK EMERGENCY
                                    MEDICAL SERVICES TRAINING INSTITUTE INC.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    TOWNS AMBULANCE SERVICE, INC.
                                    a New York corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    UNITED MEDICAL SERVICES, INC.
                                    a Washington corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    VALLEY FIRE SERVICE, INC.
                                    a Delaware corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                    W & W LEASING COMPANY, INC.
                                    an Arizona corporation

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________

                                   THE FIRST NATIONAL BANK OF CHICAGO
                                    as Trustee

                                    By: __________________________________
                                        Name:_____________________________
                                        Title: ___________________________


                                      E-19