<PAGE>   1
                                                                     EXHIBIT 4.2


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                                   ADVANCEPCS






                          8 1/2% SENIOR NOTES DUE 2008







                                   ----------





                                    INDENTURE






                           Dated as of March 13, 2001






                                   ----------






                                     Trustee

                        U.S. Trust Company of Texas, N.A.





                                   ----------




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<PAGE>   2


                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                                          INDENTURE SECTION
---------------                                                                        -----------------

<S>                                                                                    <C>
310 (a)(1)....................................................................................7.10
    (a)(2)....................................................................................7.10
    (a)(3)....................................................................................N.A.
    (a)(4)....................................................................................N.A.
    (a)(5)....................................................................................7.10
    (b).......................................................................................7.10
    (c).......................................................................................N.A.
311 (a).......................................................................................7.11
    (b).......................................................................................7.11
    (i)(c)....................................................................................N.A.
312 (a).......................................................................................2.05
    (b)......................................................................................13.03
    (c)......................................................................................13.03
313 (a).......................................................................................7.06
    (b)(2)....................................................................................7.07
    (c)................................................................................7.06; 13.02
    (d).......................................................................................7.06
314 (a)................................................................................4.03; 13.02
    (c)(1)...................................................................................13.04
    (c)(2)...................................................................................13.04
    (c)(3)....................................................................................N.A.
    (e)......................................................................................13.05
    (f).......................................................................................N.A.
315 (a).......................................................................................7.01
    (b)................................................................................7.05; 13.02
    (A)(c)....................................................................................7.01
    (d).......................................................................................7.01
    (e).......................................................................................6.11
316 (a)(last sentence)........................................................................2.09
    (a)(1)(A).................................................................................6.05
    (a)(1)(B).................................................................................6.04
    (a)(2)....................................................................................N.A.
    (b).......................................................................................6.07
    (c).......................................................................................2.12
317 (a)(1)....................................................................................6.08
    (a)(2)....................................................................................6.09
    (b).......................................................................................2.04
318 (a)......................................................................................13.01
    (b).......................................................................................N.A.
    (c)......................................................................................12.01
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture



                                       i
<PAGE>   3

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----

<S>                      <C>                                                                         <C>
ARTICLE 1                DEFINITIONS AND INCORPORATION BY REFERENCE......................................1
     Section 1.01        Definitions.....................................................................1
     Section 1.02        Other Definitions..............................................................33
     Section 1.03        Trust Indenture Act Definitions................................................34
     Section 1.04        Rules of Construction..........................................................34

ARTICLE 2                THE NOTES......................................................................35
     Section 2.01        Form and Dating................................................................35
     Section 2.02        Execution and Authentication; Additional Notes.................................36
     Section 2.03        Registrar and Paying Agent.....................................................37
     Section 2.04        Paying Agent to Hold Money in Trust............................................37
     Section 2.05        Holder Lists...................................................................38
     Section 2.06        Transfer and Exchange..........................................................38
     Section 2.07        Replacement Notes..............................................................53
     Section 2.08        Outstanding Notes..............................................................53
     Section 2.09        Treasury Notes.................................................................54
     Section 2.10        Temporary Notes................................................................54
     Section 2.11        Cancellation...................................................................54
     Section 2.12        Defaulted Interest.............................................................54
     Section 2.13        CUSIP Numbers..................................................................55

ARTICLE 3                REDEMPTION AND PREPAYMENT......................................................55
     Section 3.01        Notices to Trustee.............................................................55
     Section 3.02        Selection of Notes to Be Redeemed..............................................55
     Section 3.03        Notice of Redemption...........................................................56
     Section 3.04        Effect of Notice of Redemption.................................................57
     Section 3.05        Deposit of Redemption Price....................................................57
     Section 3.06        Notes Redeemed in Part.........................................................58
     Section 3.07        Optional Redemption............................................................58
     Section 3.08        Mandatory Redemption...........................................................59
     Section 3.09        Offer to Purchase by Application of Excess Proceeds............................59

ARTICLE 4                COVENANTS......................................................................61
     Section 4.01        Payment of Notes...............................................................61
     Section 4.02        Maintenance of Office or Agency................................................61
     Section 4.03        Reports........................................................................62
     Section 4.04        Compliance Certificate.........................................................63
     Section 4.05        Taxes..........................................................................64
     Section 4.06        Stay, Extension and Usury Laws.................................................64
</TABLE>


                                       i
<PAGE>   4

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----

<S>                      <C>                                                                         <C>
     Section 4.07        Restricted Payments............................................................64
     Section 4.08        Dividend and Other Payment Restrictions Affecting Subsidiaries.................69
     Section 4.09        Incurrence of Indebtedness and Issuance of Preferred Stock.....................71
     Section 4.10        Asset Sales....................................................................75
     Section 4.11        Transactions with Affiliates...................................................77
     Section 4.12        Liens..........................................................................80
     Section 4.13        Corporate Existence............................................................80
     Section 4.14        Offer to Repurchase Upon Change of Control.....................................81
     Section 4.15        [Intentionally Left Blank].....................................................82
     Section 4.16        Subsidiary Guarantees..........................................................82
     Section 4.17        Business Activities............................................................83
     Section 4.18        Designation of Restricted And Unrestricted Subsidiaries........................83

ARTICLE 5                SUCCESSORS.....................................................................84
     Section 5.01        Merger, Consolidation, or Sale of Assets.......................................84
     Section 5.02        Successor Corporation Substituted..............................................85

ARTICLE 6                DEFAULTS AND REMEDIES..........................................................85
     Section 6.01        Events of Default..............................................................85
     Section 6.02        Acceleration...................................................................87
     Section 6.03        Other Remedies.................................................................88
     Section 6.04        Waiver Of Past Defaults........................................................88
     Section 6.05        Control by Majority............................................................89
     Section 6.06        Limitation on Suits............................................................89
     Section 6.07        Rights of Holders of Notes to Receive Payment..................................89
     Section 6.08        Collection Suit by Trustee.....................................................90
     Section 6.09        Trustee May File Proofs of Claim...............................................90
     Section 6.10        Priorities.....................................................................91
     Section 6.11        Undertaking for Costs..........................................................91

ARTICLE 7                TRUSTEE........................................................................92
     Section 7.01        Duties of Trustee..............................................................92
     Section 7.02        Rights of Trustee..............................................................93
     Section 7.03        Individual Rights of Trustee...................................................94
     Section 7.04        Trustee's Disclaimer...........................................................94
     Section 7.05        Notice of Defaults.............................................................94
     Section 7.06        Reports by Trustee to Holders of the Notes.....................................94
     Section 7.07        Compensation and Indemnity.....................................................95
     Section 7.08        Replacement of Trustee.........................................................96
     Section 7.09        Successor Trustee by Merger, etc...............................................97
     Section 7.10        Eligibility; Disqualification..................................................97
     Section 7.11        Preferential Collection of Claims Against Company..............................97
</TABLE>


                                       ii
<PAGE>   5

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----

<S>                      <C>                                                                         <C>
ARTICLE 8                LEGAL DEFEASANCE AND COVENANT DEFEASANCE.......................................98
     Section 8.01        Option to Effect Legal Defeasance or Covenant Defeasance.......................98
     Section 8.02        Legal Defeasance and Discharge.................................................98
     Section 8.03        Covenant Defeasance............................................................98
     Section 8.04        Conditions to Legal or Covenant Defeasance.....................................99
     Section 8.05        Deposited Money and Government Securities to Be Held in Trust; Other
                         Miscellaneous Provisions......................................................101
     Section 8.06        Repayment to Company..........................................................101
     Section 8.07        Reinstatement.................................................................102

ARTICLE 9                AMENDMENT, SUPPLEMENT AND WAIVER..............................................102
     Section 9.01        Without Consent of Holders of Notes...........................................102
     Section 9.02        With Consent of Holders of Notes..............................................103
     Section 9.03        Compliance with Trust Indenture Act...........................................105
     Section 9.04        Revocation and Effect of Consents.............................................105
     Section 9.05        Notation on or Exchange of Notes..............................................105
     Section 9.06        Trustee to Sign Amendments, etc...............................................105

ARTICLE 10               [Intentionally Left Blank]....................................................106

ARTICLE 11               SUBSIDIARY GUARANTEES.........................................................106
     Section 11.01       Subsidiary Guarantee..........................................................106
     Section 11.02       Limitation on Guarantor Liability.............................................107
     Section 11.03       Notation of Subsidiary Guarantee..............................................107
     Section 11.04       Releases Following Sale.......................................................108

ARTICLE 12               SATISFACTION AND DISCHARGE....................................................109
     Section 12.01       Satisfaction and Discharge of Indenture.......................................109
     Section 12.02       Application of Trust Money....................................................110

ARTICLE 13               MISCELLANEOUS.................................................................111
     Section 13.01       Trust Indenture Act Controls..................................................111
     Section 13.02       Notices.......................................................................111
     Section 13.03       Communication by Holders of Notes with Other Holders of Notes.................112
     Section 13.04       Certificate and Opinion as to Conditions Precedent............................112
     Section 13.05       Statements Required in Certificate or Opinion.................................113
     Section 13.06       Rules by Trustee and Agents...................................................113
     Section 13.07       No Personal Liability of Directors, Officers, Employees and Shareholders......114
     Section 13.08       GOVERNING LAW.................................................................114
     Section 13.09       No Adverse Interpretation of Other Agreements.................................114
</TABLE>



                                      iii
<PAGE>   6

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----

<S>                      <C>                                                                         <C>
     Section 13.10       Successors....................................................................114
     Section 13.11       Severability..................................................................114
     Section 13.12       Counterpart Originals.........................................................115
     Section 13.13       Table of Contents, Headings, etc..............................................115
</TABLE>


<TABLE>
<S>                      <C>
EXHIBIT A         -      Form of Senior Notes due 2008
EXHIBIT B         -      Form of Certificate of Transfer
EXHIBIT C         -      Form of Certificate of Exchange
EXHIBIT D         -      Form of Certificate from Acquiring Institutional Accredited Investor
EXHIBIT E         -      Form of Notation of Subsidiary Guarantee on Note
EXHIBIT F         -      Form of Supplemental Indenture to be Delivered by Subsequent Guarantors
</TABLE>



                                       iv
<PAGE>   7

         INDENTURE dated as of March 13, 2001 by and among AdvancePCS, a
Delaware corporation, the Guarantors from time to time parties hereto and U.S.
Trust Company of Texas, N.A., a national banking association, as trustee.

         The Company, the Guarantors and the Trustee (as such terms are defined
herein) agree as follows for the benefit of each other and for the equal and
ratable benefit of the Holders of Senior Notes due 2008, issued initially in the
aggregate principal amount of $200,000,000, bearing interest at the rate of
8 1/2% per annum (the "NOTES" which term shall include the Initial Notes, any
Exchange Notes issued pursuant to a registered exchange offer, as set forth in
the Registration Rights Agreement, as defined herein, and any Additional Notes,
as defined herein).

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01 Definitions.

         "144A GLOBAL NOTE" means a Global Note in the Form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend, if applicable,
and deposited with or on behalf of, and registered in the name of the Depositary
or its nominee that will be initially issued in a denomination equal to the
principal amount of Notes offered and sold in reliance on Rule 144A. The
aggregate principal amount of the 144A Global Note may from time to time be
increased or decreased as provided in this Indenture.

         "ACQUIRED DEBT" means, with respect to any specified Person:

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

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

         "ADDITIONAL NOTES" means up to $100.0 million in aggregate principal
amount of Notes (other than the Initial Notes) that may from time to time after
the Issue Date be issued under this Indenture in accordance with Sections 2.02
and 4.09 hereof.



<PAGE>   8

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings. No Person (other than the Company or any
Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment
in connection with a Qualified Receivables Transaction will be deemed to be an
Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.

         "AGENT" means any Registrar, Paying Agent or co-registrar.

         "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 Clearstream that apply to such transfer or
exchange.

         "ASSET SALE" means:

         (i) the sale, lease, conveyance or other disposition (together with any
issuance or sale pursuant to clause (ii) below, a "DISPOSITION") of any assets
or rights; provided that the disposition of all or substantially all of the
assets of the Company and its Restricted Subsidiaries taken as a whole shall be
governed by the provisions of Section 4.14 hereof and/or the provisions of
Section 5.01 hereof and not by the provisions of Section 4.10 hereof; and

         (ii) the issuance of Equity Interests by any of the Company's
Restricted Subsidiaries or the sale of Equity Interests in any of the Company's
Subsidiaries.

         Notwithstanding the preceding, the following items shall not be deemed
to be Asset Sales:

         (a) any single transaction or series of related transactions that
involves assets, rights or Equity Interests having a fair market value of less
than the greater of (1) $1.5 million and (2) 1% of Consolidated Cash Flow;

         (b) a disposition of assets, rights or Equity Interests between or
among the Company and any Restricted Subsidiary;

         (c) an issuance of Equity Interests by a Restricted Subsidiary to the
Company or to another Restricted Subsidiary;



                                       2
<PAGE>   9

         (d) the disposition of equipment, inventory, accounts receivable or
other assets in the ordinary course of business;

         (e) the disposition of cash or Cash Equivalents;

         (f) a Restricted Payment or Permitted Investment that is permitted by
the provisions of Section 4.07 hereof or any transaction that is specifically
excluded from the definition of "Restricted Payment" set forth in Section
4.07(i)(A), (i)(B) and (i)(C);

         (g) the disposition of (a) the Capital Stock of or any Investment in
any Unrestricted Subsidiary or (b) Permitted Investments made pursuant to clause
(xiii) of the definition thereof;

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

         (i) the licensing of intellectual property in the ordinary course of
business;

         (j) granting of Liens not otherwise prohibited by this Indenture and
exercises of rights thereunder and transfers in lieu of foreclosures in
connection therewith;

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

         (l) dispositions of accounts receivable and related assets of the type
specified in the definition of Qualified Receivables Transaction to a
Receivables Subsidiary for the fair market value of those accounts receivable
and related assets, less amounts required to be established as reserves and
customary discounts pursuant to contractual agreements with entities that are
not Affiliates of the Company entered into as part of a Qualified Receivables
Transaction;

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

         (n) the substantially contemporaneous sale and leaseback of an asset
acquired after the Issue Date; provided that such sale and leaseback occurs
within 180 days after the date of the acquisition of such asset by the Company
and its Restricted Subsidiaries;

         (o) the disposition of the PCS headquarters and related real estate
acquired as part of the PCS Acquisition;

         (p) the disposition of the Richardson, Texas mail service facility;



                                       3
<PAGE>   10

         (q) leases and subleases (and licenses and sublicenses) of assets in
the ordinary course of business that are not treated as capitalized leases on
the books and records of the Company and its Restricted Subsidiaries;

         (r) any disposition of defaulted receivables that arose in the ordinary
course of business for collection; and

         (s) the disposition of assets received in settlement of obligations
(including, without limitation, under any bankruptcy or similar proceeding)
owing to the Company or any Restricted Subsidiary, which obligations were
incurred in the ordinary course of business.

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

         "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that, in the case of Principals or
any of their Related Parties, in calculating the beneficial ownership of any
particular "person" (as that term is used in Section 13(d)(3) of the Exchange
Act), such "person" shall be deemed to have beneficial ownership of all
securities that such "person" has the right to acquire by conversion or exercise
of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition, and the term
Beneficial Owner shall not include any Person acting in the capacity of an
underwriter or a placement agent in connection with any offering of Capital
Stock of the Company. For purposes of this definition, the terms "Beneficially
Owns," "Beneficially Owned" and "Beneficial Ownership" shall have corresponding
meanings.

         "BOARD OF DIRECTORS" means:

         (i) with respect to a corporation, the board of directors of the
corporation;

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

         (iii) with respect to any other Person, the board or committee of such
Person serving a similar function; and

         (iv) when no Person is specified, the Board of Directors of the
Company.

         "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.



                                       4
<PAGE>   11

         "BROKER-DEALER" has the meaning set forth in the Registration Rights
Agreement.

         "BUSINESS DAY" means any day other than a Legal Holiday.

         "BUSINESS GUARANTEE" means any manufacturer rebate or reimbursement or
similar agreement, any managed pharmaceutical benefit agreement, any retail
pharmacy network contract or any customer contract under which the Company or
any of its Subsidiaries assumes a portion of the risk associated with claims
experience or guarantees a specific savings level, or any similar or related
agreement, in the case of each of the foregoing, entered into the ordinary
course of business.

         "CAPITAL LEASE OBLIGATION" means, at the time any determination of
Capital Lease Obligations is to be made, the amount of the liability in respect
of a capital lease that would at that time be required to be capitalized on a
balance sheet in accordance with GAAP.

         "CAPITAL STOCK" means:

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

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

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

         (iv) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

         "CASH EQUIVALENTS" means:

         (i) United States dollars;

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

         (iii) certificates of deposit, demand and time deposits (or with
respect to foreign banks, similar instruments), eurodollar time deposits,
bankers' acceptances with maturities not exceeding one year and overnight bank
deposits, in each case, with any lender party to the Credit Agreement or with
any domestic commercial bank or any U.S. branch of a foreign bank having capital
and surplus in excess of $500.0 million or any



                                       5
<PAGE>   12
commercial bank organized under the laws of any other country having total
assets in excess of $500.0 million with a maturity date not more than two years
from the date of acquisition;

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

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

         (vi) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof having one of the two highest ratings obtainable from
Moody's and S&P and maturing within one year from the date of acquisition
thereof; and

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

         "CHANGE OF CONTROL" means the occurrence of any of the following:

         (i) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company and its Restricted Subsidiaries taken as a whole to any "person"
or "group" (as such terms are used in Section 13(d)(3) and 14(d) of the Exchange
Act) other than to a Principal or a Related Party of a Principal;

         (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" or "group" (as defined above), other than the Principals and their
Related Parties, becomes the Beneficial Owner, directly or indirectly, of more
than 40% of the Capital Stock or Voting Stock of the Company, measured by voting
power rather than number of shares; or

         (iv) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Non-Class B Directors (together with
any new Non-Class B Directors whose election by the Board of Directors or whose
nomination for election by the stockholders of the Company was approved by a
vote of a majority of the Non-Class B Directors then still in office who were
either Non-Class B Directors at the



                                       6
<PAGE>   13

beginning of such period or whose election or nomination for election was
previously approved) cease to constitute a majority of the Non-Class B Directors
then in office.

         "CLEARSTREAM" means Clearstream Banking, S.A., a limited liability
company (a societe anonyme) organized under Luxembourg law.

         "COMPANY" means AdvancePCS, a Delaware corporation, and any and all
successors thereto.

         "COMPARABLE TREASURY ISSUE" means the fixed rate United States Treasury
security selected by an Independent Investment Banker as having a maturity most
comparable to the remaining term of the Notes (and which are not callable prior
to maturity) to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practices, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.

         "COMPARABLE TREASURY PRICE" means, with respect to any date on which
Notes are to be redeemed pursuant to Section 3.07(iii), (i) the average of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) on the third business day preceding
such redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York and
designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or
(ii) if such release (or any successor release) is not published or does not
contain such prices on such business day, (A) the average of the Reference
Treasury Dealer Quotations for such redemption date, after excluding the highest
and lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee
obtains fewer than four such Reference Treasury Dealer Quotations, the average
of all such quotations.

         "CONSOLIDATED CASH FLOW" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

         (i) an amount equal to any extraordinary gain or loss and any net gain
or loss realized by such Person or any of its Restricted Subsidiaries in
connection with an Asset Sale, to the extent that such gains or losses were
utilized in computing such Consolidated Net Income; plus

         (ii) provision for taxes based on income or profits of such Person and
its Restricted Subsidiaries for such period, to the extent that provision for
taxes was deducted in computing such Consolidated Net Income; plus

         (iii) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, 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



                                       7
<PAGE>   14

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 or receivables financings and
net of the effect of all payments made or received pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income; plus

         (iv) fees, costs, charges and expenses incurred in connection with the
PCS Acquisition, to the extent deducted in computing such Consolidated Net
Income; plus

         (v) depreciation, amortization (including amortization of goodwill and
other intangibles but excluding amortization of prepaid cash expenses that were
paid in a prior period) and other non-cash expenses and items (excluding any
such non-cash expense to the extent that it represents an accrual of or reserve
for cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries
for such period to the extent that such depreciation, amortization and other
non-cash expenses and items were deducted in computing such Consolidated Net
Income; minus

         (vi) non-cash items increasing such Consolidated Net Income for such
period, other than the accrual of revenue in the ordinary course of business;

         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, the interest expense of, and the depreciation and
amortization and other non-cash items of, a Restricted 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 Net Income of that Restricted
Subsidiary was included in calculating the Consolidated Net Income of that
Person.

         "CONSOLIDATED NET INCOME" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP (before dividends on Preferred Stock); provided that:

         (i) the Net Income (but not loss) of any Person that is not a
Restricted 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 that were paid in cash to the specified Person or a Restricted
Subsidiary thereof;

         (ii) the Net Income of any Restricted Subsidiary shall be excluded to
the extent that the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or



                                       8
<PAGE>   15

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) solely for purposes of determining the aggregate amount available
for Restricted Payments under Section 4.07(ii)(C)(1) hereof, 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;

         (v) the fees, costs and expenses of the PCS Acquisition, the other
Transactions, the offering of the Initial Notes, and the registered secondary
offering by Rite Aid of the shares of the Company's Class A common stock shall
be excluded;

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

         (vii) all extraordinary gains and losses and, without duplication,
non-recurring or unusual gains and losses and all restructuring charges shall be
excluded;

         (viii) any non-cash charges attributable to applying the purchase
method of accounting in accordance with GAAP shall be excluded;

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

         (x) all deferred financing costs written off and premiums paid in
connection with any early extinguishment of Indebtedness shall be excluded;

         (xi) any unrealized gains or losses in respect of Hedging Obligations
shall be excluded;



                                       9
<PAGE>   16

         (xii) any unrealized foreign currency transaction gains or losses in
respect of Indebtedness of any Person denominated in a currency other than the
functional currency of such Person shall be excluded; and

         (xiii) any non-cash compensation charge arising from any grant of
stock, stock options or other equity-based awards shall be excluded.

         "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "CREDIT AGREEMENT" means the $825 million Credit Agreement, dated as of
October 2, 2000, as amended, among the Company, as borrower thereunder, the
subsidiary guarantors from time to time parties thereto, and Bank of America,
N.A., as administrative agent on behalf of itself and the other agents and
lenders named therein, and any one or more deferrals, renewals, extensions,
replacements, refinancings or refundings thereof from time to time, in whole or
in part, or amendments, modifications or supplements thereto or replacements
thereof from time to time, in whole or in part, (including, without limitation,
any amendments increasing the amount that may be borrowed thereunder) and any
agreements providing therefor whether by or with the same or any other agents,
lenders, creditors, or group of creditors (or any combination thereof) and
including related notes, Guarantee agreements, security agreements and other
instruments and agreements executed in connection therewith.

         "CREDIT FACILITIES" means one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced, or refinanced in whole
or in part from time to time.

         "DEBT SECURITIES" means any debt securities issued in a public offering
or in a private placement to institutional "accredited investors" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) or pursuant to Rule
144A or Regulation S under the Securities Act.

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

         "DEFINITIVE NOTE" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof, in the
form of Exhibit A



                                       10
<PAGE>   17

hereto that does not bear the Global Note Legend and shall not have the
"Schedule of Exchanges of Interests in the Global Note" attached thereto.

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

         "DESIGNATED PREFERRED STOCK" means Preferred Stock (not constituting
Disqualified Stock) of the Company (excluding any Preferred Stock issued prior
to the Issue Date and any Preferred Stock issued in exchange or substitution
therefor) that is designated as Designated Preferred Stock on or after the date
of issuance thereof pursuant to an Officers' Certificate delivered to the
Trustee on the designation thereof, the cash proceeds of which are excluded from
the calculation set forth in Section 4.07(ii)(C)(2) hereof.

         "DISINTERESTED DIRECTOR" means, with respect to any Affiliate
Transaction, a member of the Board of Directors of the Company having no
material direct or indirect financial interest in or with respect to such
Affiliate Transaction. A member of the Board of Directors shall not be deemed to
have such a financial interest solely by reason of any member's holding Capital
Stock of the Company or any options, warrants or other rights in respect of such
Capital Stock.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature (other than for Capital Stock which is not
Disqualified Stock). Notwithstanding the preceding sentence, (a) any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require the Company to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.07 hereof, and (b)
any Capital Stock that would constitute Disqualified Stock solely because such
Capital Stock is issued pursuant to any plan for the benefit of employees of the
Company or Subsidiaries of the Company or by any such plan to such employees and
may be required to be repurchased by the Company in order to satisfy applicable
statutory or regulatory obligations shall not constitute Disqualified Stock. The
amount of Disqualified Stock shall be its mandatory maximum redemption price or
liquidation preference, as applicable, plus accrued dividends.



                                       11
<PAGE>   18

         "DOMESTIC SUBSIDIARY" means any Restricted Subsidiary that was formed
under the laws of the United States or any state thereof or the District of
Columbia or that guarantees or otherwise provides direct credit support for any
Indebtedness of the Company or any Guarantor.

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

         "EQUITY OFFERING" means a sale by the Company of shares of its Capital
Stock (however designated and whether voting or non-voting) (other than
Disqualified Stock) and any and all rights, warrants or options to acquire such
Capital Stock.

         "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(vi) hereof.

         "EXCHANGE OFFER" has the meaning set forth in the Registration Rights
Agreement.

         "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

         "EXISTING INDEBTEDNESS" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the Issue Date.

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

         (i) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued, including, without
limitation, original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings and net of interest income and of the effect of all
payments made or received pursuant to Hedging Obligations and excluding
amortization of deferred financing costs; plus

         (ii) the consolidated interest of such Person and its Restricted
Subsidiaries that was capitalized during such period; plus



                                       12
<PAGE>   19

         (iii) any interest expense on Indebtedness of another Person that is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of that Person or one of its Restricted Subsidiaries, whether or
not such Guarantee or Lien is called upon, provided, that such interest expense
has been paid or accrued in accordance with GAAP; plus

         (iv) all dividends paid (whether or not in cash), on any series of
Disqualified Stock or Designated Preferred Stock of such Person or any of its
Restricted Subsidiaries, other than dividends on Equity Interests payable solely
in Equity Interests of the Company (other than Disqualified Stock) or to the
Company or a Restricted Subsidiary of the Company,

         in each case, on a consolidated basis and in accordance with GAAP.

         "FIXED CHARGE COVERAGE RATIO" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems Preferred Stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"CALCULATION DATE"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of Preferred Stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

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

         (i) acquisitions that have been made by the specified Person or any of
its Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date shall be given pro forma effect as if they had occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated on a pro forma basis in accordance with Regulation
S-X under the Securities Act, but without giving effect to clause (iii) of the
proviso set forth in the definition of Consolidated Net Income;

         (ii) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded; and



                                       13
<PAGE>   20

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

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

         "GLOBAL NOTES" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, issued in accordance
with this Indenture.

         "GOVERNMENT SECURITIES" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "GUARANTEE" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness. The term "Guarantee" used as a
verb shall have a corresponding meaning.

         "GUARANTORS" means each Restricted Subsidiary that makes a Subsidiary
Guarantee in accordance with the provisions of this Indenture and their
respective successors and assigns; provided that upon the release of such
Subsidiary Guarantee pursuant to this Indenture, such Person shall cease to be a
Guarantor.

         "HEDGING OBLIGATIONS" means, with respect to any specified Person, the
obligations of such Person under:

         (i) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and

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

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



                                       14
<PAGE>   21

         "INDEBTEDNESS" means, without duplication with respect to any specified
Person, any indebtedness of such Person, whether or not contingent:

         (i) in respect of borrowed money;

         (ii) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect of letters of credit
or banker's acceptances), provided that, solely with respect to the Company or
any of its Subsidiaries, any obligations, the sole obligees of which are the
United States or any state government, or any agency or instrumentality thereof
in settlement of, or fines or other obligations imposed under, any governmental
proceedings existing on the Issue Date or arising therefrom or related thereto,
shall not be deemed Indebtedness for so long as the United States or any state
government, or any agency or instrumentality thereof are the sole obligees with
respect to such obligations. If any such obligation is sold, disposed or
otherwise transferred to any person that is not the United States or any state
government, or any agency or instrumentality thereof, then such obligation shall
be deemed in each case, to constitute an incurrence of Indebtedness by the
Company or such Restricted Subsidiary, as the case may be to the extent such
obligation would otherwise constitute Indebtedness hereunder;

         (iii) representing Capital Lease Obligations;

         (iv) representing the balance deferred and unpaid of the purchase price
of any property (which purchase price is due more than one year after the date
of placing such property in final service or taking final delivery and title
thereto), except any balance that constitutes an accrued expense or trade
payable; or

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

         if and to the extent any of the preceding items (other than letters of
credit and Hedging Obligations) would appear as a liability upon a balance sheet
of the specified Person prepared in accordance with GAAP.

         In addition, the term "Indebtedness" includes (a) all Indebtedness of
others secured by a Lien on any asset of the specified Person (whether or not
such Indebtedness is assumed by the specified Person) (provided, that the amount
of Indebtedness of such Person shall be the lesser of (1) the fair market value
of such asset at such date of determination, and if the fair market value is in
excess of $5.0 million, such value shall be determined by the Board of Directors
and (2) the amount of such Indebtedness of such other Person) and, (b) to the
extent not otherwise included, the Guarantee by the specified Person of any
Indebtedness of any other Person, but excluding any Business Guarantee.



                                       15
<PAGE>   22

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

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

         (ii) the principal amount thereof in the case of all other
Indebtedness.

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

         "INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Company.

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

         "INITIAL NOTES" means $200.0 million in aggregate principal amount of
Notes originally issued under this Indenture on the Issue Date.

         "INITIAL PURCHASERS" means Banc of America Securities LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Banc One Capital Markets, Inc.,
Chase Securities, Inc., CIBC World Markets Corp. and Scotia Capital "USA", Inc.

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

         "INSURANCE SUBSIDIARY" means any Subsidiary established by the Company
or any other Subsidiary of the Company, the sole function and purpose of which
is to provide insurance or reinsurance to the Company and/or any Subsidiary or
assume insurance related risk of the Company or any Subsidiary.

         "INTEREST PAYMENT DATE" means April 1 and October of each year, or if
any such day is not a Business Day, on the next succeeding Business Day.

         "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by a Person in other Persons (including Affiliates) in the forms of
loans, including Guarantees or other obligations, advances or capital
contributions (but excluding commission, travel, relocation, payroll,
entertainment and similar advances to directors, officers and employees made in
the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP, but excluding any Business Guarantee.



                                       16
<PAGE>   23

         If the Company or any Subsidiary of the Company directly or indirectly
sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company so that, after giving effect to such sale
or disposition, that Person is no longer a Restricted Subsidiary of the Company,
the Company 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 Person not sold or disposed of in an amount determined as provided in the
second to last paragraph of Section 4.07 hereof. The outstanding amount of any
Investment shall be the original cost of the Investment, reduced by all returns
on the Investment (including dividends, interest, distributions, returns of
principal and profits on sale).

         "ISSUE DATE" means March 13, 2001.

         "JLL" means Joseph Littlejohn & Levy, Inc., investment funds managed,
sponsored or advised by Joseph Littlejohn & Levy, Inc., general and limited
partners of Joseph Littlejohn & Levy, Inc. and co-investors with Joseph
Littlejohn & Levy, Inc. in the Company.

         "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

         "LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared
by the 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 asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease,
any option or other agreement to sell or give a security interest in and, except
in connection with any Qualified Receivables Transaction, any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.

         "LIQUIDATED DAMAGES" means, at any time of determination, all
liquidated damages then owing pursuant to the Registration Rights Agreement.



                                       17
<PAGE>   24

         "NET INCOME" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of Preferred Stock dividends, excluding, however:

         (i) any gain or loss, together with any related provision for taxes on
such gain or loss, realized in connection with: (A) any Asset Sale; or (B) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and

         (ii) any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss.

         "NET PROCEEDS" means the aggregate cash proceeds received by the
Company or any Restricted Subsidiary of the Company in respect of any Asset
Sale, including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale, net of
(without duplication) (w) the direct costs relating to such Asset Sale,
including, without limitation, legal, accounting and investment banking fees,
and sales commissions, and any relocation expenses incurred as a result thereof,
(x) taxes paid or payable as a result thereof, in each case, after taking into
account any available tax credits or deductions and any tax sharing
arrangements, (y) amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or assets that were the subject of
such Asset Sale, and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP and any reserve in
accordance with GAAP against any liabilities associated with the assets disposed
of in such Asset Sale and (z) provision for amounts required to be paid to
minority interest holders in any Restricted Subsidiary or in any asset subject
to such Asset Sale as a result of such Asset Sale.

         "NON-CLASS B DIRECTOR" means any Director who is not designated or
elected solely by the holders of Class B-1 Common Stock, Class B-2 Common Stock,
Series A-2 Preferred Stock or Series B Preferred Stock of the Company.

         "NON-RECOURSE DEBT" means Indebtedness:

         (i) as to which neither the Company nor any Restricted Subsidiary of
the Company (A) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) (other than the
pledge of stock of an Unrestricted Subsidiary; provided that such pledge
otherwise constitutes Non-Recourse Debt), (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



                                       18
<PAGE>   25

permit (upon notice, lapse of time or both) any holder of any other Indebtedness
(other than the Notes) of the Company or any Restricted Subsidiary of the
Company to declare a default on other Indebtedness or cause the payment thereof
to be accelerated or payable prior to its stated maturity; and

         (iii) as to which the lenders of such Indebtedness have been notified
in writing or have agreed in writing (in the agreement relating to the
Indebtedness or otherwise) that they will not have any recourse to the stock or
assets of the Company or any of its Restricted Subsidiaries (other than as
permitted by clause (i)(A) above).

         "NON-US PERSON" means a Person who is not a U.S. Person.

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

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

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

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

         "OFFICERS' CERTIFICATE" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, that meets the requirements of Section 13.05 hereof.

         "OPINION OF COUNSEL" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "OTHER HEDGING AGREEMENTS" means any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency or
commodity values.

         "PARTICIPANT" means with respect to the Depositary, Euroclear,
Clearstream, or a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to the Depositary Trust Company,
shall include Euroclear and Clearstream).



                                       19
<PAGE>   26

         "PCS ACQUISITION" means the Company's acquisition of 100% of the equity
of PCS Holding Corporation from Rite Aid.

         "PERMITTED BUSINESS" means any line of business (i) which is the same
or similar, ancillary or related to any of the businesses that the Company and
its Restricted Subsidiaries are engaged in on the Issue Date, including, without
limitation, the providing of health benefit management services; (ii) in the
healthcare industry; or (iii) constituting a logical extension of any of the
foregoing, including without limitation, lines of business utilizing the
Company's marketing, distribution, delivery, customer information and
information systems infrastructure.

         "PERMITTED INVESTMENTS" means:

         (i) any Investment in (including Guarantees of the obligations of) the
Company or a Restricted Subsidiary of the Company;

         (ii) any Investment in Cash Equivalents;

         (iii) any Investment by the Company or any Restricted Subsidiary of the
Company in a Person, if as a result of such Investment (A) such Person becomes a
Restricted Subsidiary of the Company or (B) 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 Restricted Subsidiary of the
Company;

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

         (v) any acquisition of assets (including Equity Interests) solely in
exchange for Equity Interests (other than Disqualified Stock of the Company);

         (vi) Hedging Obligations;

         (vii) loans and advances made to and Guarantees provided for the
benefit of officers, directors and employees of the Company and its Restricted
Subsidiaries in the ordinary course of business not to exceed $5.0 million in
the aggregate at any one time outstanding;

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



                                       20
<PAGE>   27

         (ix) Investments in securities of trade debtors or customers received
pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade debtors or customers or in good faith
settlement of delinquent obligations of such trade debtors or customers and
securities or other investments received in settlement of delinquent obligations
or other disputes with respect to debts created in the ordinary course of
business, or as a result of foreclosure, perfection or enforcement of any Lien
or in satisfaction of judgments (including in connection with any bankruptcy
proceedings);

         (x) monetary obligations of one or more officers or other employees of
the Company or any of its Restricted Subsidiaries owing to the Company in
consideration of such officer's or employee's acquisition of shares of common
stock of the Company so long as no cash or other assets are paid by the Company
or any of its Restricted Subsidiaries to such officers or employees in
connection with the acquisition of any such obligations;

         (xi) Investments in any of the Notes;

         (xii) receivables owing to the Company or any Restricted Subsidiary
created in the ordinary course of business;

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

         (xiv) any Investment in an Insurance Subsidiary;

         (xv) any Investment in existence, or made pursuant to legally binding
written commitments in existence, on the Issue Date;

         (xvi) any Investment in a joint venture or similar entity that is not a
Restricted Subsidiary and that is engaged in a Permitted Business, in an
aggregate amount not to exceed $50.0 million; and

         (xvii) other Investments in any Person having an aggregate fair market
value (as measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other
Investments made pursuant to this clause (xvii) that are at the time outstanding
not to exceed an amount equal to $50.0 million, which amount will increase to
$62.5 million 12 months after October 2, 2000, which amount will increase to
$75.0 million 24 months after October 2, 2000, which amount will increase to
$87.5 million 36 months after October 2, 2000,



                                       21
<PAGE>   28

which amount will increase to $100.0 million 48 months after October 2, 2000,
and which amount will increase to $112.5 million 60 months after October 2,
2000.

         "PERMITTED LIENS" means:

         (i) Liens to secure Indebtedness permitted under Credit Facilities,
provided that such Indebtedness shall not be construed to include any
Indebtedness incurred pursuant to an offering or issuance of Debt Securities;

         (ii) Liens in favor of the Company or any Restricted Subsidiary;

         (iii) Liens on property or Equity Interests of a Person existing at the
time such Person is merged with or into or consolidated with, or is acquired by,
the Company or any of its Subsidiaries or such Person is designated to be a
Restricted Subsidiary; provided that such Liens were in existence prior to the
contemplation of such merger, consolidation, acquisition or designation and do
not extend to any assets other than those of the Person merged into,
consolidated with or acquired by the Company or such Subsidiary or so
designated;

         (iv) Liens on property existing at the time of acquisition of such
property by the Company or any of its Subsidiaries, provided that such Liens
were in existence prior to the contemplation of such acquisition;

         (v) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature incurred
in the ordinary course of business;

         (vi) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (iv) of the second paragraph of Section 4.09 hereof covering
only the assets acquired, constructed or improved with such Indebtedness;

         (vii) Liens existing on the Issue Date;

         (viii) Liens for taxes, assessments or governmental charges or claims
that (A) are not yet delinquent or (B) are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted, provided
that in the case of clause (B) any reserve or other appropriate provision as
shall be required in conformity with GAAP shall have been made;

         (ix) Liens incurred in the ordinary course of business of the Company
or any of its Subsidiaries with respect to obligations that do not exceed $5.0
million at any one time outstanding;



                                       22
<PAGE>   29

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

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

         (xii) zoning restrictions, easements, licenses, reservations,
provisions, covenants, conditions, waivers, restrictions on the use of property
or minor irregularities of title (and with respect to leasehold interests,
mortgages, obligations, liens and other encumbrances incurred, created, assumed
or permitted to exist and arising by, through or under a landlord or owner of
the leased property, with or without consent of the lessee), none of which
interferes in any material respect with the ordinary conduct of the business of
the Company or any of its Subsidiaries or materially impairs the use of any
parcel of property;

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

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

         (xv) Liens arising by operation of law or reasonable and customary
Liens arising by contract in favor of landlords, mechanics, carriers,
warehousemen, materialmen, laborers, employees, suppliers or the like, incurred
in the ordinary course of business for sums which are not yet delinquent or are
being contested in good faith by negotiations or by appropriate proceedings
which suspend the collection thereof;

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

         (xvii) Liens securing any Permitted Refinancing Indebtedness so long as
the Lien securing such Permitted Refinancing Indebtedness is limited to all or
part of the same property or assets that secured (or under such written
arrangements could secure) the original Indebtedness; or incurred in respect of
any Indebtedness secured by, or securing any refinancing, refunding, extension,
renewal or replacement (in whole or in part) and related costs of any other
obligation secured by, any other Permitted Liens,



                                       23
<PAGE>   30

provided that any new Lien of this type is limited to all or part of the same
property or assets that secured (or, under the written arrangements under which
the original Lien arose could secure) the obligations to which such Liens of
this type relate;

         (xviii) Liens securing Hedging Obligations;

         (xix) Liens arising out of judgments, decrees, orders or awards not
constituting an Event of Default;

         (xx) Liens on Equity Interests of an Unrestricted Subsidiary that
secure Indebtedness or other obligations of such Unrestricted Subsidiary;

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

         (xxii) Liens securing reimbursement obligations under commercial
letters of credit, but only in or upon the goods the purchase of which was
financed by such letters of credit;

         (xxiii) Liens arising under this Indenture in favor of the Trustee for
its own benefit and similar Liens in favor of other trustees, agents and
representatives arising under instruments governing Indebtedness permitted to be
incurred under this Indenture, provided, that such Liens are solely for the
benefit of the trustees, agents, or representatives, in their capacities as such
and not for the benefit of the holders of such Indebtedness;

         (xxiv) set-off, chargeback and other rights of depositary and
collection banks and other regulated financial institutions with respect to
money or instruments of the Company or its Restricted Subsidiaries on deposit
with or in the possession of such institutions; and

         (xxv) Liens arising from the deposit of funds or securities in trust
for the purpose of decreasing or defeasing Indebtedness so long as such deposit
of funds or securities and such decreasing or defeasing of Indebtedness are
permitted under Section 4.07 hereof.

         In each case set forth above, notwithstanding any stated limitation on
the properties or assets that may be subject to such Lien, a Permitted Lien on a
specified property or asset or group or type of properties or assets may include
Liens on all improvements, additions and accessions thereto and all products,
proceeds, dividends, distributions and increases in respect thereof.



                                       24
<PAGE>   31

         "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to refinance other Indebtedness of the Company or any
of its Restricted Subsidiaries (other than intercompany Indebtedness); provided
that:

         (i) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so refinanced (plus all
accrued interest thereon and the amount of all fees, commissions, discounts,
costs, expenses and premiums incurred in connection with such Indebtedness);

         (ii) if such Indebtedness is Subordinated Indebtedness, either (a) such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
refinanced or (b) all scheduled payments on or in respect of such Permitted
Refinancing Indebtedness (other than interest payments) shall be on or after the
date that is 91 days after the date on which the Notes mature; and if such
Indebtedness is not Subordinated Indebtedness and has a final stated maturity
later than the final stated maturity of the Notes, such Permitted Refinancing
Indebtedness has a final stated maturity later than the final stated maturity of
the Notes;

         (iii) if such Indebtedness being refinanced is subordinated in right of
payment to the Notes or any Subsidiary Guarantee, such Permitted Refinancing
Indebtedness is subordinated in right of payment to, the Notes or such
Subsidiary Guarantee, as applicable, on terms at least as favorable to the
Holders of Notes as those contained in the documentation governing the
Indebtedness being refinanced; and

         (iv) such Indebtedness is incurred either by the Company or any
Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness
being refinanced.

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

         "PREFERRED STOCK" means any Equity Interests of a Person, however
designated, which entitles the holder thereof to a preference with respect to
dividends, distributions, or liquidation proceeds of such Person over the
holders of any other Equity Interests of such Person.

         "PRINCIPALS" means JLL, any entity controlled by JLL and/or by a trust
of the type described in the next subclause, and/or a trust for the benefit of
any of the foregoing, and (solely for purposes of clause (iii) of the "Change of
Control" definition and so long as it



                                       25
<PAGE>   32

does not increase its Beneficial Ownership of the Company's Capital Stock or
Voting Stock over that Beneficially Owned as of October 2, 2000, measured by
voting power rather than number of shares), Rite Aid.

         "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(vii)(A)(1) to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

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

         "QUALIFIED RECEIVABLES TRANSACTION" means any transaction or series of
transactions entered into by the Company or any of its Subsidiaries under which
the Company or any of its Subsidiaries sells, conveys or otherwise transfers to
(i) a Receivables Subsidiary (in the case of a transfer by the Company or any of
its Subsidiaries, which transfer may be effected through the Company or one or
more Subsidiaries) and (ii) any other Person (in the case of a transfer by a
Receivables Subsidiary), or grants a security interest in, any accounts
receivable, instruments, chattel paper, general intangibles and similar assets
(whether now existing or arising in the future, the "RECEIVABLES") of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such Receivables, all contracts,
contract rights and all guarantees or other obligations in respect of the
Receivables, proceeds of the Receivables and any other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions of this
type; provided that a Receivables Subsidiary participating in a Qualified
Receivables Transaction shall meet the requirements set forth in the definition
of "Receivables Subsidiary."

         "RECEIVABLES SUBSIDIARY" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and that is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary, no portion of the Indebtedness or
any other Obligations (contingent or otherwise) of which:

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

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



                                       26
<PAGE>   33

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

         (iv) with which neither the Company nor any Subsidiary of the Company
has any material contract, agreement, arrangement or understanding other than on
terms 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,
other than as may be customary in a Qualified Receivables Transaction including
for fees payable in the ordinary course of business in connection with servicing
accounts receivable; and with which neither the Company nor any Subsidiary of
the Company has any obligation to maintain or preserve such Subsidiary's
financial condition or cause such Subsidiary to achieve certain levels of
operating results.

         "REFERENCE TREASURY DEALER" means each of Banc of America Securities
LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated and their respective
successors; provided, however, that if any of the foregoing shall cease (either
directly or through an affiliate) to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company may
substitute therefor another nationally recognized investment banking firm that
is a Primary Treasury Dealer.

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and date on which the Notes are to be redeemed
pursuant to Section 3.07(iii), the average, as determined by the Trustee, of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the Trustee by
such Reference Treasury Dealer at 3:30 p.m., New York City time on the third
business day preceding such redemption date.

         "REFINANCE" means extend, refinance, renew, replace, defease or refund,
pay, purchase, redeem or otherwise acquire or retire for value.

         "REFINANCING DISQUALIFIED STOCK" means any Disqualified Stock of the
Company issued in exchange for, upon conversion of, or the net proceeds of which
are used to, refinance, other Disqualified Stock of the Company; provided that:

         (i) the amount of such Refinancing Disqualified Stock does not exceed
the amount of the Disqualified Stock so, refinanced (plus all accrued dividends
thereon and the amount of all fees, commissions, discounts, costs, expenses and
premiums incurred in connection therewith); and



                                       27
<PAGE>   34

         (ii) either (A) such Refinancing Disqualified Stock by its terms, or
upon the happening of any event, does not mature and is not mandatorily
redeemable pursuant to a sinking fund obligation or otherwise at the option of
the holder thereof, in whole or in part, prior to the corresponding maturity or
redemption date, of the Disqualified Stock being refinanced or (B) all scheduled
payments on or in respect of such Refinancing Disqualified Stock (other than
dividend payments) shall be on or after the date that is 91 days after the date
on which the Notes mature.

         "REFINANCING SUBSIDIARY PREFERRED STOCK" means any Preferred Stock of
any Restricted Subsidiary of the Company issued in exchange for, upon conversion
of, or the net proceeds of which are used to refinance other Preferred Stock of
the Restricted Subsidiary; provided that:

         (i) the amount of such Refinancing Subsidiary Preferred Stock does not
exceed the amount of the Preferred Stock so refinanced (plus all accrued
dividends thereon and the amount of all fees, commissions, discounts, costs,
expenses and premiums incurred in connection therewith); and

         (ii) such Refinancing Subsidiary Preferred Stock is not Disqualified
Stock.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the date hereof, by and between the Company, the
Guarantors named therein and the Initial Purchasers, as such agreement may be
amended, modified or supplemented from time to time.

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

         "REGULATION S GLOBAL NOTE" means a 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 initially issued in a denomination equal to the
outstanding principal amount of Notes offered and sold in reliance on Regulation
S. The aggregate principal amount of the Regulation S Global Note may from time
to time be increased or decreased as provided in this Indenture.

         "RELATED PARTY" means:

         (i) any controlling stockholder, 80% (or more) owned Subsidiary or
immediate family member (in the case of an individual) of any Principal; or

         (ii) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of any one or more Principals
and/or such other Persons referred to in the immediately preceding clause (i).



                                       28
<PAGE>   35

         "REMAINING SCHEDULED PAYMENTS" means, with respect to each Note to be
redeemed pursuant to Section 3.07(iii), the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related
redemption date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to such Note, the
amount of the next succeeding scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to such redemption date.

         "REPRESENTATIVE" means the indenture trustee or other trustee, agent or
representative in respect of any Indebtedness; provided that if, and for so long
as, any Indebtedness lacks such a representative, then the Representative for
such Indebtedness shall at all times constitute the holders of a majority in
outstanding principal amount of such Indebtedness in respect of any
Indebtedness.

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

         "RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the
Private Placement Legend.

         "RESTRICTED GLOBAL NOTE" means a permanent global Note in the form of
Exhibit A attached hereto that bears the Private Placement Legend and 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 the
Depositary.

         "RESTRICTED INVESTMENT" means an Investment other than a Permitted
Investment.

         "RESTRICTED PERIOD" means the 40 day restricted period as defined in
Regulation S.

         "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of the Person
referred to that is not an Unrestricted Subsidiary.

         "RITE AID" means Rite Aid Corporation, a Delaware corporation.

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

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



                                       29
<PAGE>   36

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

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

         "SEC" means the Securities and Exchange Commission.

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

         "SENIOR SUBORDINATED NOTES" means the $200.0 million aggregate
principal amount of senior subordinated notes of the Company due 2010, issued
pursuant to the indenture, dated as of October 2, 2000, entered into among the
Company, U.S. Trust Company of Texas, N.A., as trustee, and the guarantors party
thereto.

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

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Act, as such Regulation is in effect on the Issue
Date.

         "STATED MATURITY" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment of principal or interest.

         "SUBORDINATED INDEBTEDNESS" means any Indebtedness of the Company or a
Guarantor that is subordinated to the Notes or the Subsidiary Guarantee of such
Guarantor, as applicable.

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

         (i) any corporation, association, partnership, or other business entity
of which more than 50% of the total voting power of shares of Capital Stock or
other Equity Interests (including partnership interests) entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and

         (ii) without in any way limiting clause (i) of this definition, any
partnership (A) the sole general partner or the managing general partner of
which is that Person or a Subsidiary of that Person or (B) the only general
partners of which is that Person or one or more Subsidiaries of that Person (or
any combination thereof).



                                       30
<PAGE>   37

         "SUBSIDIARY GUARANTEE" means the Guarantee of the Notes by a Guarantor.

         "TANGIBLE ASSETS" means the total amount of assets (less applicable
reserves and other properly deductible items), which under GAAP would be
included on a consolidated balance sheet of the Company and its Restricted
Subsidiaries after deducting therefrom (i) copyrights, patents, trademarks,
trade names, licenses, computer programs, (ii) goodwill, (iii) capitalized
advertising costs, research and development costs, amortization of capital
assets, organization costs, leases, franchises, exploration permits or import
and export permits, and (iv) any other assets deemed intangible on the Company's
balance sheet.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.03.

         "TRANSACTIONS" means the PCS Acquisition, any merger effected in
connection therewith, the initial equity investment by the Principals, the
exchange of Common Stock issued to the Principals for Series B Preferred Stock
and the subsequent conversion thereof, into Class B Common Stock, the issuance
of the Senior Subordinated Notes and the Warrants and the performance of the
obligations set forth therein, and the execution and performance of the
registration rights agreement, dated as of October 2, 2000, by and among the
Company, the guarantors party thereto and Rite Aid, and all other transactions
relating to the PCS Acquisition or the financing thereof.

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

         "UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes that
do not bear or are not required to bear the Private Placement Legend.

         "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 the Depositary.

         "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that 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 Restricted Subsidiary of the Company
unless the terms of any such



                                       31
<PAGE>   38

agreement, contract, arrangement or understanding are no less favorable to the
Company or such Restricted 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 Restricted Subsidiaries has any direct or indirect obligation (A) to
subscribe for additional Equity Interests; (B) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; or (C) on any guarantee of any obligation of such
Person; and

         (iv) has not Guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries; except in the case of clause (i), (iii) or (iv), to the extent

                  (A) that the Company or such Restricted Subsidiary could
         otherwise provide such guarantee or incur such Indebtedness pursuant to
         Section 4.09 hereof, and

                  (B) the provision of such guarantee, the incurrence of such
         Indebtedness, the making of such loan or the acquisition of additional
         Equity Interests and any other Investment would otherwise would be
         permitted under Section 4.07 hereof and the other provisions contained
         herein.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to the designation and an
Officers' Certificate certifying that the designation complied with the
preceding conditions and was permitted under Section 4.07 hereof.

         If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09 hereof, (calculated
on a pro forma basis as if such Unrestricted Subsidiary had been designated a
Restricted Subsidiary as of the first day of the applicable four-quarter
reference period), the Company shall be in default of Section 4.09.

         The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (x) such Indebtedness
is permitted under Section



                                       32
<PAGE>   39

4.09 hereof, calculated on a pro forma basis as if such designation had occurred
at the beginning of the four-quarter reference period and (y) no Default or
Event of Default would be in existence following such designation.

         "U.S. PERSON" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

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

         "WARRANTS" means the warrants to purchase shares of the Company's Class
A Common Stock issued in connection with the offering of the Senior Subordinated
Notes.

         "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

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

         (ii) the then outstanding principal amount of the Indebtedness.

         Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                            Defined in
Term                                                                                         Section
----                                                                                        ----------
<S>                                                                                         <C>
"Acceleration Notice"............................................................              6.02
"Affiliate Transaction"..........................................................              4.11
"Asset Sale Offer"...............................................................              3.09
"Authentication Order"...........................................................              2.02
"Change of Control Offer"........................................................              4.14
"Change of Control Payment"......................................................              4.14
"Change of Control Payment Date".................................................              4.14
"Covenant Defeasance"............................................................              8.03
"DTC"............................................................................              2.03
"Event of Default"...............................................................              6.01
"Excess Proceeds"................................................................              4.10
"Global Note Legend".............................................................          2.06(vii)(B)
"incur"..........................................................................              4.09
"Initial Lien"...................................................................              4.12
"Legal Defeasance"...............................................................              8.02
</TABLE>


                                       33
<PAGE>   40

<TABLE>
<CAPTION>
                                                                                            Defined in
Term                                                                                         Section
----                                                                                        ----------
<S>                                                                                         <C>
"Material Subsidiary"............................................................           6.01(viii)
"Offer Amount"...................................................................              3.09
"Offer Period"...................................................................              3.09
"Paying Agent"...................................................................              2.03
"Payment Default"................................................................              6.01
"Permitted Debt".................................................................              4.09
"Purchase Date"..................................................................              3.09
"Registrar"......................................................................              2.03
"Restricted Payments"............................................................              4.07
</TABLE>

         Section 1.03 Trust Indenture Act Definitions.

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

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

         "INDENTURE SECURITIES" means the Notes;

         "INDENTURE SECURITY HOLDER" means a Holder of a Note;

         "INDENTURE TO BE QUALIFIED" means this Indenture;

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

         "OBLIGOR" on the Notes or the Subsidiary Guarantees means the Company
and the Guarantors, respectively and any successor obligor upon the Notes and
the Subsidiary Guarantees, respectively.

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

         Section 1.04 Rules of Construction.

         Unless the context otherwise requires:

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

         (ii) an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;



                                       34
<PAGE>   41

         (iii) "OR" is not exclusive;

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

         (v) provisions apply to successive events and transactions; and

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

                                    ARTICLE 2

                                    THE NOTES

         Section 2.01 Form and Dating.

         (i) General.

         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.

         (ii) Global Notes.

         Notes issued in global form shall be substantially in the form of
Exhibit A attached hereto (including the Global Note Legend thereon and the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes
issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and



                                       35
<PAGE>   42

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.

         (iii) Euroclear and Clearstream Procedures Applicable.

         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 Clearstream" and "Customer Handbook" of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Global Notes
that are held by Participants through Euroclear or Clearstream.

         Section 2.02 Execution and Authentication; Additional Notes.

         One Officer shall sign the Notes for the Company by manual or facsimile
signature.

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

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

         The Trustee shall, upon a written order of the Company signed by one
Officer (an "AUTHENTICATION Order"), authenticate Notes for original issue up to
the aggregate principal amount of $300.0 million, of which $200.0 million will
be issued as Initial Notes on the Issue Date. The aggregate principal amount of
Notes outstanding at any time may not exceed such amount except as provided in
Section 2.07 hereof. The Authentication Order shall specify the amount of Notes
to be authenticated and the date on which the Notes are to be authenticated.

         The Company may, subject to Section 4.09 hereof and applicable law,
issue Additional Notes under this Indenture. Any Additional Note issued under
this Indenture (i) shall constitute an additional obligation of the Company,
(ii) shall be governed by, and subject to the terms and entitled to the benefits
of, this Indenture (including without limitation the Subsidiary Guarantees and
all Liens, if any, hereafter granted to secure the Notes) and (iii) shall rank
pari passu with all other Notes.



                                       36
<PAGE>   43

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless otherwise provided in the 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. An authenticating agent has the same rights as an
Agent to deal with Holders or an Affiliate of the Company.

         Section 2.03 Registrar and Paying Agent.

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

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

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Note Custodian with respect to the Global Notes. The
Corporate Trust Office of the Trustee and the Trustee's office at 30 Broad
Street, 14th Floor, New York, New York, 10004, are each designated as a place of
payment.

         Section 2.04 Paying Agent to Hold Money in Trust.

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



                                       37
<PAGE>   44

bankruptcy or reorganization proceedings relating to the Company, the Trustee
shall serve as Paying Agent for the Notes.

         Section 2.05 Holder Lists.

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

         Section 2.06 Transfer and Exchange.

         (i) 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, 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 Definitive
Notes if (A) the Company delivers to the Trustee written 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 120
days after the date of such notice from the Depositary or (B) the Company in its
sole discretion determines that the Global Notes (in whole but not in part)
should be exchanged for Definitive Notes and delivers a written notice to such
effect to the Trustee; or (C) there shall have occurred and be continuing a
Default or Event of Default with respect to the Notes. Upon the occurrence of
any of the preceding events in (A), (B) or (C) above, Definitive Notes shall be
issued in such names as the Depositary shall instruct the Trustee. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections
2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or
in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06
or 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(i), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(ii), (iii) or (vi) hereof.



                                       38
<PAGE>   45

         (ii) 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 (A) or (B) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (A) 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.
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(ii)(A).

                  (B) All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(ii)(A) above,
         the transferor of such beneficial interest must deliver 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
         Definitive 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 Definitive Note shall be registered to effect the transfer or
         exchange referred to in (1) above. Upon consummation of an Exchange
         Offer by the Company in accordance with Section 2.06(vi) hereof, the
         requirements of this Section 2.06(ii)(B) shall be deemed to have been
         satisfied upon receipt by the Registrar of the instructions contained
         in the Letter of Transmittal delivered by the Holder of such beneficial
         interests in the Restricted Global Notes. Upon satisfaction of all of
         the requirements for transfer or exchange of beneficial interests in
         Global Notes contained in this Indenture and the Notes or otherwise
         applicable under the



                                       39
<PAGE>   46

         Securities Act, the Trustee shall adjust the principal amount of the
         relevant Global Note(s) pursuant to Section 2.06(viii) hereof.

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

                           (1) 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; and

                           (2) 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.

                  (D) 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
         Section 2.06(ii)(B) above and:

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

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

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

                           (4) the Registrar receives the following:



                                       40
<PAGE>   47

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

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

                  and, in each such case set forth in this subparagraph (4), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (2)
         or (4) 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 aggregate principal amount of
         beneficial interests transferred pursuant to subparagraph (2) or (4)
         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.

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

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



                                       41
<PAGE>   48

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

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

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

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

                           (5) 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 subparagraphs (2) through (4)
                  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;

                           (6) 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

                           (7) 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(viii) hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(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 written



                                       42
<PAGE>   49

         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Definitive Notes to the
         Persons in whose names such Notes are so registered. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(iii)(A) shall bear the
         Private Placement Legend and shall be subject to all restrictions on
         transfer contained therein.

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

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

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

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

                           (4) the Registrar receives the following:

                                    (a) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Definitive
                           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; or

                                    (b) 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
                           Definitive Note that does not bear the Private
                           Placement Legend, a



                                       43
<PAGE>   50

                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (4), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

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

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

                  (A) Restricted Definitive Notes to Beneficial Interests in
         Restricted Global Notes. If any Holder of a Restricted Definitive Note
         proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Definitive Note
         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:

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



                                       44
<PAGE>   51

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

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

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

                           (5) if such Restricted Definitive 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

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

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

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

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

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



                                       45
<PAGE>   52

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

                           (4) the Registrar receives the following:

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

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

                  and, in each such case set forth in this subparagraph (4), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

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

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

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest in a Global Note is effected pursuant to
         subparagraphs (iv)(B)(2), (iv)(B)(4) or (iv)(C) above at a time when an
         Unrestricted Global Note has not yet been issued, the Company shall
         issue and, upon receipt of an Authentication



                                       46
<PAGE>   53

         Order in accordance with Section 2.02 hereof, the Trustee shall
         authenticate one or more appropriate Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

         (v) Transfer and Exchange of Definitive Notes for Definitive Notes.

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

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

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

                           (2) 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

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

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

                           (1) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  broker-dealer, (2) a Person participating in the distribution
                  of the



                                       47
<PAGE>   54

                  Exchange Notes or (3) a Person who is an affiliate (as defined
                  in Rule 144) of the Company;

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

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

                           (4) the Registrar receives the following:

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

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

                  and, in each such case set forth in this subparagraph (4), if
                  the Registrar so requests, 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 no longer required in order
                  to maintain compliance with the Securities Act.

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

         (vi) Exchange Offer.

         Upon the occurrence of an Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, 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



                                       48
<PAGE>   55

Persons that certify in the applicable Letters of Transmittal or via the
Depositary's book-entry system that (x) they are not broker-dealers, (y) they
are not participating in a distribution of the Exchange Notes and (z) they are
not affiliates (as defined in Rule 144) of the Company, and accepted for
exchange in the Exchange Offer and (ii) Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Exchange Offer. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Notes to be reduced accordingly, and the
Company shall execute and the Trustee shall authenticate and make available for
delivery to the Persons designated by the Holders of Definitive Notes so
accepted Definitive Notes in the appropriate principal amount.

         (vii) Legends.

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

                  (A) Private Placement Legend.

                           (1) Except as permitted by subparagraph (2) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

                  "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
                  NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE
                  GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO
                  OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
                  DATE WHICH IS TWO YEARS AFTER



                                       49
<PAGE>   56

                  THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE
                  ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
                  OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY
                  PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON)
                  (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE
                  COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C)
                  FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
                  RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
                  IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
                  THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
                  ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
                  TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i)
                  PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
                  DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
                  (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
                  AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
                  (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
                  CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS
                  COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE



                                       50
<PAGE>   57

                  TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A
                  HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                           (2) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (ii)(D),
                  (iii)(B), (iii)(C), (iv)(B), (iv)(C), (v)(B), (v)(C) or (vi)
                  of this Section 2.06 (and all Notes issued in exchange
                  therefor or substitution thereof) shall not bear the Private
                  Placement Legend.

                  (B) Global Note Legend. Each Global Note shall bear a legend
         in substantially the following form (the "GLOBAL NOTE LEGEND"):

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (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(i) 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."

         (viii) Cancellation and/or Adjustment of Global Notes.

         At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or canceled in whole and not in part, such Global Note
shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.11 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 Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to



                                       51
<PAGE>   58

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.

         (ix) General Provisions Relating to Transfers and Exchanges.

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

                  (B) No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14
         and 9.05 hereof).

                  (C) 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.

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

                  (E) The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before any selection of
         Notes for redemption under Section 3.03 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.

                  (F) 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



                                       52
<PAGE>   59

         all other purposes, and none of the Trustee, any Agent or the Company
         shall be affected by notice to the contrary.

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

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

         Section 2.07 Replacement Notes.

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

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

         Section 2.08 Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(i), (ii) and (iii) hereof.

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

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



                                       53
<PAGE>   60

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

         Section 2.09 Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

         Section 2.10 Temporary Notes.

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

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

         Section 2.11 Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
the canceled Notes in its customary manner (subject to the record retention
requirements of the Exchange Act). The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

         Section 2.12 Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in



                                       54
<PAGE>   61

each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

         Section 2.13 CUSIP Numbers.

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

                                   ARTICLE 3

                            REDEMPTION AND PREPAYMENT

         Section 3.01 Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price and (v) the CUSIP
numbers, if any, of the Notes to be redeemed; provided that if less than all
Notes are to be redeemed or purchased, the Company shall furnish the Officers'
Certificate at least 45 days before the redemption date.

         Section 3.02 Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not



                                       55
<PAGE>   62

so listed, on a pro rata basis, by lot or in accordance with any other method
the Trustee considers fair and appropriate. No Notes of $1,000 or less shall be
redeemed in part. In the event of partial redemption by lot, the particular
Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption date by the Trustee
from the outstanding Notes not previously called for redemption.

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

         Section 3.03 Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

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

                           (a) the redemption date;

                           (b) the redemption price and the amount of accrued
                  but unpaid interest;

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

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

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



                                       56
<PAGE>   63

                           (f) that, unless the Company defaults in making such
                  redemption payment, interest on Notes called for redemption
                  ceases to accrue on and after the redemption date;

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

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

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

         Section 3.04 Effect of Notice of Redemption.

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

         Section 3.05 Deposit of Redemption Price.

         Prior to 10:00 a.m. Eastern Time on the redemption date, the Company
shall deposit with the Paying Agent (other than the Company or any of its
Subsidiaries) money sufficient to pay the redemption price of and accrued
interest on all Notes to be redeemed on that date. The Paying Agent shall
promptly return to the Company any money deposited with the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest and, if then accruing pursuant to the
Registration Rights Agreement, Liquidated Damages, shall cease to accrue on the
Notes or the portions of Notes called for redemption. If a Note is redeemed on
or after an interest record date but on or prior to the related interest payment
date, then any accrued and unpaid interest and Liquidated Damages, if any, shall
be paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption shall not be so
paid upon surrender for redemption because of the failure of the Company to
comply with the preceding paragraph, Liquidated Damages, if any, shall continue
to accrue if so required by the Registration Rights Agreement and



                                       57
<PAGE>   64

interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

         Section 3.06 Notes Redeemed in Part.

         Upon cancellation of a Note that is redeemed in part, the Company shall
issue and, upon receipt of an Authentication Order, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed portion of the Note cancelled.

         Section 3.07 Optional Redemption.

         (i) On or after April 1, 2005, the Company may redeem all or a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:

<TABLE>
<CAPTION>
     YEAR                                                                PERCENTAGE
     ----                                                                ----------

<S>                                                                    <C>
     2005.........................................................        104.250%
     2006.........................................................        102.125%
     2007 and thereafter..........................................        100.000%
</TABLE>

         (ii) In addition to the foregoing, at any time prior to April 1, 2004,
the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes issued under this Indenture at a redemption price of
108.500% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages thereon, if any, with the net cash proceeds of one or more
Equity Offerings; provided that: (A) at least 65% of the aggregate principal
amount of Notes issued under this Indenture (including the principal amount of
any Additional Notes) remains outstanding immediately after the occurrence of
any such redemption (excluding Notes held by the Company and its Subsidiaries);
and (B) the redemption must occur within 90 days of the date of the closing of
such Equity Offering.

         (iii) In addition to the foregoing, in whole at any time or in part
from time to time, the Company may redeem the Notes at a redemption price equal
to the greater of (A) 100% of the principal amount of the Notes to be redeemed
or (B) the sum of the present values of the Remaining Scheduled Payments
discounted, on a semiannual basis (assuming a 360-day year consisting of twelve
30 day months), at the Treasury Rate plus



                                       58
<PAGE>   65

50 basis points, plus, in the case of each of clause (A) and (B), accrued and
unpaid interest and Liquidated Damages thereon, if any, to the redemption date.

         (iv) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

         Section 3.08 Mandatory Redemption.

         The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

         Section 3.09 Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an offer to all Holders to purchase Notes (an "ASSET
SALE OFFER"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law or for no longer than 20 additional
Business Days as the Company in good faith deems desirable and in the interests
of the Holders of the Notes (the "OFFER PERIOD"). No later than five Business
Days after the termination of the Offer Period (the "PURCHASE DATE"), the
Company shall purchase the principal amount of Notes required to be purchased
pursuant to Section 4.10 hereof (the "OFFER AMOUNT") or, if less than the Offer
Amount has been tendered, all Notes tendered in response to the Asset Sale
Offer. Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

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

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

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



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<PAGE>   66

         (ii) the Offer Amount, the purchase price and accrued but unpaid
interest and the Purchase Date;

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

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

         (v) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may only elect to have all of such Note purchased and may not elect
to have only a portion of such Note purchased;

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

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

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

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

         On or before 10:00 a.m. on the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering



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<PAGE>   67

Holder an amount equal to the purchase price of the Notes tendered by such
Holder and accepted by the Company for purchase, and the Company shall promptly
issue a new Note, and the Trustee, upon written request from the Company shall
authenticate and mail or deliver such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered. Any Note not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Asset Sale Offer
on the Purchase Date.

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

                                    ARTICLE 4

                                    COVENANTS

         Section 4.01 Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, if any, shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest and Liquidated Damages, if any, then
due. The Company shall pay all Liquidated Damages, if any, in the same manner on
the dates and in the amounts set forth in the Registration Rights Agreement.

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

         Section 4.02 Maintenance of Office or Agency.

         The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice



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<PAGE>   68

to the Trustee of the location, and any change in the location, of such office
or agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

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

         The Company hereby designates the office of the Trustee at 30 Broad
Street, 14th Floor, New York, New York 10004 as one such office or agency of the
Company in accordance with Section 2.03 hereof.

         Section 4.03 Reports.

         Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Trustee (for provision to the
Holders of Notes) within the time periods specified in the SEC's rules and
regulations: (i) all quarterly and annual financial and other information that
would be required to be contained in a filing with the SEC on Forms 10-Q and
10-K if the Company were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report on the annual financial
statements by the Company's certified independent accountants; and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports.

         In addition, whether or not required by the SEC, the Company shall file
a copy of all the information and reports referred to in clauses (i) and (ii)
above with the SEC for public availability within the time periods specified in
the SEC's rules and regulations (unless the SEC will not accept such a filing)
and make such information available to securities analysts and prospective
investors upon request. In addition, the Company and the Subsidiary Guarantors
(for so long as any Notes remain outstanding) shall furnish to the Holders and
to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

         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



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<PAGE>   69

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).

         Section 4.04 Compliance Certificate.

         (i) The Company and each Guarantor shall (to the extent that such
Guarantor is so required under the TIA) deliver to the Trustee within 90 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company 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 the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company 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 or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.

         (ii) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 hereof shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (iii) The Company shall, 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 is taking or proposes to take with
respect thereto.



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         Section 4.05 Taxes.

         The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

         Section 4.06 Stay, Extension and Usury Laws.

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

         Section 4.07 Restricted Payments.

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

                  (A) declare or pay any dividend or make any other payment or
         distribution on account of the Company's or any of its Restricted
         Subsidiaries' Equity Interests (including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company or any of its Restricted Subsidiaries) or to the direct or
         indirect holders of the Company's or any of its Restricted
         Subsidiaries' Equity Interests in their capacity as such (other than
         dividends or distributions payable in Equity Interests (other than
         Disqualified Stock) of the Company or payable to the Company or a
         Restricted Subsidiary of the Company);

                  (B) purchase, redeem or otherwise acquire or retire for value
         (including, without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company or any direct or indirect parent of the Company other than
         Equity Interests owned by the Company or a Restricted Subsidiary of the
         Company;

                  (C) make any payment on or with respect to the purchase,
         redemption, defeasance or other acquisition or retirement for value,
         except a payment of interest or principal at or after the Stated
         Maturity thereof, of any Subordinated Indebtedness; or

                  (D) make any Restricted Investment



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<PAGE>   71

(all such payments and other actions set forth in clauses (i)(A) through (i)(D)
above being collectively referred to as "RESTRICTED PAYMENTS"),

         (ii) unless, at the time of and after giving effect to such Restricted
Payment:

                  (A) no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence of the Restricted Payment;
         and

                  (B) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect to such Restricted Payment as if such
         Restricted Payment had been made at the beginning of the applicable
         four-quarter period, have been permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
         test set forth in the first paragraph of Section 4.09 hereof; and

                  (C) the Restricted Payment, together with the aggregate amount
         of all other Restricted Payments made by the Company and its Restricted
         Subsidiaries after the Issue Date (excluding Restricted Payments
         permitted by clauses (iii)(B) through (iii)(Q) is less than the sum,
         without duplication, of:

                           (1) 50% of the Consolidated Net Income of the Company
                  for the period (taken as one accounting period) from the
                  beginning of the first fiscal quarter ending after October 2,
                  2000 to the end of the Company's most recently ended fiscal
                  quarter for which internal financial statements are available
                  at the time of such Restricted Payment (or, if such
                  Consolidated Net Income for such period is a deficit, less
                  100% of the deficit), plus

                           (2) 100% of the aggregate net cash proceeds received
                  by the Company since the Issue Date as a contribution to its
                  equity capital, or from the issue or sale of Equity Interests
                  of the Company other than Disqualified Stock and Designated
                  Preferred Stock, or from the issue or sale of convertible or
                  exchangeable Disqualified Stock or convertible or exchangeable
                  debt securities of the Company that have been converted into
                  or exchanged for such Equity Interests (other than Equity
                  Interests (or Disqualified Stock or debt securities) sold to a
                  Subsidiary of the Company), plus

                           (3) the lesser of (x) all cash returns (including
                  dividends, interest, distributions, returns of principal and
                  profits on sale) on Restricted Investments that were made
                  after the Issue Date (less the cost of disposition, if any);
                  provided that the amount of cash return on the



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<PAGE>   72

                  Restricted Investment shall be excluded from Consolidated Net
                  Income for purposes of calculating clause (ii)(c)(1) above on
                  an after tax basis to the extent included in Consolidated Net
                  Income, and (y) the initial amount of such Restricted
                  Investment, plus

                           (4) upon redesignation of an Unrestricted Subsidiary
                  as a Restricted Subsidiary not in violation of this Indenture,
                  the fair market value of the net assets of such Subsidiary.

         (iii) The preceding provisions shall not prohibit:

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

                  (B) any principal payment on or with respect to the
         redemption, purchase, retirement, defeasance or other acquisition or
         retirement of any Subordinated Indebtedness, any purchase, redemption
         or other acquisition or retirement for value of any Equity Interests of
         the Company or any direct or indirect parent of the Company or to the
         direct or indirect holders of the Company's or any Restricted
         Subsidiary's Equity Interests, in their capacity as such, by conversion
         into or by exchange for, or out of the net cash proceeds of the
         substantially concurrent sale (other than to a Subsidiary of the
         Company) of, Equity Interests of the Company (other than Disqualified
         Stock); provided, that the amount of any such net cash proceeds that
         are utilized for any such redemption, repurchase, retirement,
         defeasance or other acquisition shall be excluded from clause
         (ii)(C)(2) of the preceding paragraph;

                  (C) any payment on or with respect to or the defeasance,
         redemption, purchase or other acquisition or retirement of Subordinated
         Indebtedness with the net cash proceeds from an incurrence of Permitted
         Refinancing Indebtedness;

                  (D) the declaration and payment of any dividend or
         distribution by a Restricted Subsidiary of the Company to the holders
         of any class of its Equity Interests on a pro rata basis;

                  (E) the declaration and payment of dividends and distributions
         to holders of any class or series of Disqualified Stock of the Company
         issued after the Issue Date in accordance with Section 4.09 hereof;

                  (F) the declaration and payment of regularly accruing
         dividends to holders of any class or series of Designated Preferred
         Stock of the Company issued on or after the Issue Date; provided that
         at the time of the designation of such Preferred Stock as Designated
         Preferred Stock, and after giving effect to



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         such designation on a pro forma basis (for purposes of making
         determinations on a pro forma basis pursuant to this clause (iii)(F),
         treating all dividends which will accrue on such Designated Preferred
         Stock during the four full fiscal quarters immediately following such
         issuance, as well as all other Designated Preferred Stock then
         outstanding, as if the same will in fact be, or have in fact been, paid
         in cash), the Company would have been able to incur at least $1.00 of
         additional Indebtedness (other than Permitted Debt) in accordance with
         Section 4.09 hereof;

                  (G) the purchase, redemption or other acquisition or
         retirement of any shares of Disqualified Stock of the Company by
         conversion into, or by exchange for, shares of Refinancing Disqualified
         Stock of the Company, or out of the Net Proceeds of the substantially
         concurrent sale (other than to a Subsidiary of the Company) of
         Refinancing Disqualified Stock of the Company;

                  (H) the purchase, redemption or other acquisition or
         retirement for value of any Equity Interests of the Company or any
         Restricted Subsidiary of the Company held by any then current or former
         member of the Company's (or any of its Restricted Subsidiaries')
         management or Board of Directors (or the estate, heirs or legatees of
         any such individual) pursuant to any management or directors' equity
         subscription agreement or stock option agreement; provided that the
         aggregate price paid (excluding the cancellation of debt owing by such
         management member or other individual) for all such purchased,
         redeemed, acquired or retired Equity Interests, net of proceeds
         received from or as a capital contribution from the issuance or sale to
         management investors of Capital Stock of the Company (including any
         options, warrants or other rights in respect thereof), shall not exceed
         $2.0 million in any twelve-month period or $15.0 million in the
         aggregate;

                  (I) payment or performance under the terms of the Company's
         Series A Preferred Stock or the Company's Series B Preferred Stock or
         any agreement or instrument related thereto;

                  (J) the purchase, redemption or other acquisition or
         retirement for value of the Senior Subordinated Notes out of the
         proceeds of, and substantially concurrently with the consummation of,
         the offering of the Initial Notes, and the cancellation of Warrants in
         connection therewith;

                  (K) payment to any Principal or its Related Party under any
         tax sharing or tax indemnification arrangement;

                  (L) any payment, purchase, redemption, defeasance or other
         acquisition or retirement for value of any Subordinated Indebtedness if
         (1) such payment or other action is required by the indenture or other
         agreement or



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<PAGE>   74

         instrument pursuant to which such Subordinated Indebtedness was issued
         as the result of a Change of Control or similar event, (2) such Change
         of Control or similar event requires the Company to make a Change of
         Control Offer or the Company has voluntarily made an offer to purchase
         all Notes then outstanding on terms at least as favorable to the
         Holders as would be required for a Change of Control Offer to purchase
         Notes in connection with a Change of Control; and (3) the Company has
         purchased all Notes, if any, properly tendered pursuant to any Change
         of Control Offer that resulted from such event or any such offer;

                  (M) any Restricted Investment made with the net cash proceeds
         from a substantially concurrent sale of Equity Interests of the Company
         (other than Disqualified Stock), provided, that the amount of any such
         net cash proceeds shall be excluded from clause (ii)(C)(2) of this
         Section 4.07;

                  (N) payments to JLL or any of its Related Parties, to the
         extent considered a Restricted Payment, in an annual amount not to
         exceed $500,000 to pay or reimburse its administrative expenses;

                  (O) payments to Rite Aid or any of its Affiliates in the
         ordinary course of business;

                  (P) payments to JLL, to the extent considered a Restricted
         Payment, in an annual amount not to exceed $1,000,000, for payment of
         management consulting or financial advisory services provided to the
         Company or any of its Subsidiaries; and

                  (Q) other Restricted Payments not to exceed $5.0 million at
         any one time outstanding.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or such
Restricted Subsidiary, as the case may be, in accordance with the Restricted
Payment. If the fair market value of any assets or securities that are required
to be valued by this Section 4.07 is in excess of $5.0 million, such value shall
be determined by the Board of Directors.

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



                                       68
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         Section 4.08 Dividend and Other Payment Restrictions Affecting
Subsidiaries.

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

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

                  (B) make loans or advances to the Company or any of its
         Restricted Subsidiaries; or

                  (C) transfer any of its properties or assets to the Company or
         any of its Restricted Subsidiaries.

         (ii) However, the preceding restrictions shall not apply to
encumbrances or restrictions existing under or by reason of:

                  (A) Existing Indebtedness, Equity Interests or other
         agreements or instruments as in effect on the Issue Date and any one or
         more amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements, extensions or refinancings
         thereof, from time to time, in whole or in part, provided that any such
         amendment, modification, restatement, renewal, increase, supplement,
         refunding, replacement, extension or refinancing is not materially more
         restrictive, taken as a whole, with respect to such encumbrances and
         restrictions than those contained in such Existing Indebtedness, Equity
         Interest or other agreement or instrument as in effect on the Issue
         Date;

                  (B) this Indenture, the Notes and the Subsidiary Guarantees;

                  (C) applicable law;

                  (D) any contract or Equity Interest of a Person acquired
         (whether by merger or otherwise) by the Company or any of its
         Restricted Subsidiaries as in effect at the time of such acquisition
         (except to the extent such contract was entered into in connection with
         or in contemplation of such acquisition), which encumbrance or
         restriction is not applicable to any such Person, or the properties or
         assets of any Person, other than such Person and its Subsidiaries, or
         the property or assets of such Person and its Subsidiaries, so
         acquired, provided that, in the case of any such contract evidencing
         Indebtedness, such Indebtedness was permitted by the terms of this
         Indenture to be incurred;



                                       69
<PAGE>   76

                  (E) customary non-assignment provisions in leases, licenses
         and other agreements entered into in the ordinary course of business
         and consistent with past practices;

                  (F) customary restrictions in agreements governing Liens
         securing obligations of the Company or a Restricted Subsidiary to the
         extent such restrictions restrict the transfer of the property subject
         to such Liens;

                  (G) any agreement for the sale or other disposition of a
         Restricted Subsidiary that restricts distributions by that Restricted
         Subsidiary pending its sale or other disposition;

                  (H) Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are not materially more restrictive, taken as
         a whole, than those contained in the agreements governing the
         Indebtedness being refinanced (regardless of whether any Indebtedness
         remains outstanding and un-refinanced under such agreements);

                  (I) Liens securing Indebtedness that limit the right of the
         debtor to dispose of the assets subject to such Lien;

                  (J) customary supermajority voting provisions and customary
         provisions with respect to the disposition or distribution of assets or
         property, each contained in corporate charters, bylaws, stockholders'
         agreements, limited liability company agreements, partnership
         agreements, joint venture agreements, asset sale agreements, stock sale
         agreements and other similar agreements entered into in the ordinary
         course of business;

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

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

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

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



                                       70
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                  (O) restrictions on the transfer of property or assets
         required by any regulatory authority having jurisdiction over the
         Company or any Restricted Subsidiary or any of their businesses;

                  (P) restrictions on the transfer of assets contained in any
         contract assumed by the Company or any of its Restricted Subsidiaries
         as in effect at the time of the acquisition of such assets (except to
         the extent such contract was entered into in connection with or in
         contemplation of such acquisition), which restrictions are not
         applicable to any assets other than the assets so acquired;

                  (Q) agreements or instruments governing Indebtedness,
         Disqualified Stock or Preferred Stock incurred or issued in compliance
         with Section 4.09 of this Indenture if such encumbrances or
         restrictions are not materially more restrictive, taken as a whole,
         than those contained in this Indenture; and

                  (R) any agreement, instrument or Equity Interest that amends,
         modifies, restates, renews, increases, supplements, refunds, replaces,
         extends or refinances any of the items described in the preceding
         clauses of this paragraph (ii), provided that the encumbrances or
         restrictions set forth therein are not materially more restrictive,
         taken as a whole, than those contained in the predecessor agreement,
         instrument or Equity Interest.

         Section 4.09 Incurrence of Indebtedness and Issuance of Preferred
Stock.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "INCUR") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of Preferred
Stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur
Indebtedness or issue Preferred Stock, if the Fixed Charge Coverage Ratio for
the Company's most recently ended four full fiscal quarters for which financial
statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued
would have been at least 2.0 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the Preferred Stock or Disqualified Stock had
been issued, as the case may be, and the proceeds therefrom had been applied, at
the beginning of such four-quarter period.

         The first paragraph of this Section 4.09 shall not prohibit any of the
following (collectively, "PERMITTED DEBT"):



                                       71
<PAGE>   78

         (i) the incurrence by the Company and any Guarantor of additional
Indebtedness and letters of credit under Credit Facilities in an aggregate
principal amount at any one time outstanding under this clause (i) (with letters
of credit being deemed to have a principal amount equal to the face amount
thereof) not to exceed $875.0 million;

         (ii) the Existing Indebtedness;

         (iii) the Notes and the Exchange Notes (excluding any Additional
Notes);

         (iv) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations or the issuance of Preferred Stock or
Disqualified Stock, in each case, incurred or issued for the purpose of
financing all or any part of the purchase price or cost of construction or
improvement of property, plant, equipment, inventory or other tangible assets
used in the business of the Company and its Restricted Subsidiaries and related
financing costs, in an aggregate principal amount, including all Permitted
Refinancing Indebtedness incurred to refinance any Indebtedness incurred
pursuant to this clause (iv), not to exceed the greater of $65.0 million and 6%
of Tangible Assets;

         (v) the incurrence by the Company or any of its Restricted Subsidiaries
of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
which are used to refinance, Indebtedness (other than intercompany Indebtedness)
that was permitted by this Indenture to be incurred under the first paragraph of
this Section 4.09 or clauses (ii), (iii), (iv), (v), (xiv), (xv), (xvii) or
(xix) of this Section 4.09;

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

                  (A) if the Company or any Guarantor is the obligor on such
         Indebtedness, unless such Indebtedness is owing to the Company or
         another Guarantor, such Indebtedness must be expressly subordinated to
         the prior payment in full in cash of all Obligations with respect to
         the Notes, in the case of the Company, or the Subsidiary Guarantee of
         such Guarantor, in the case of such Guarantor; and

                  (B) (x) any subsequent issuance or transfer of Equity
         Interests that results in any such Indebtedness being held by a Person
         other than the Company or a Restricted Subsidiary thereof and (y) any
         sale or other transfer of any such Indebtedness to a Person that is not
         either the Company or a Restricted Subsidiary thereof; shall be deemed,
         in each case, to constitute an incurrence of such Indebtedness by the
         Company or such Restricted Subsidiary, as the case may be, that was not
         permitted by this clause (vi);



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<PAGE>   79

         (vii) the issuance by any Restricted Subsidiary of Preferred Stock to
the Company or any of its Restricted Subsidiaries; provided, however, that (a)
any subsequent issuance or transfer of Equity Interests that results in any such
Preferred Stock being held by a Person other than the Company or a Restricted
Subsidiary thereof and (b) any sale or other transfer of any such Preferred
Stock to a Person that is not either the Company or a Restricted Subsidiary
thereof, shall be deemed, in each case, to constitute an issuance of such
Preferred Stock by such Restricted Subsidiary that was not permitted by this
clause (vii);

         (viii) the issuance of Refinancing Disqualified Stock and Refinancing
Subsidiary Preferred Stock;

         (ix) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging (x) interest rate risk with respect to any floating or fixed rate
obligation that is permitted by the terms of this Indenture to be outstanding or
(y) fluctuations in foreign currency exchange rates or commodity prices, with
respect to currencies or commodities used by the Company or its Restricted
Subsidiaries in the ordinary course of business;

         (x) the Guarantee by the Company or any of the Guarantors of
Indebtedness of the Company or a Restricted Subsidiary of the Company that was
permitted to be incurred by another provision of this Section 4.09;

         (xi) the accrual of interest, the accretion or amortization of original
issue discount, the payment of interest on any Indebtedness in the form of
additional Indebtedness with the same terms, and the payment of dividends on
Disqualified Stock or Preferred Stock of Restricted Subsidiaries in the form of
additional shares of the same class of Disqualified Stock or Preferred Stock of
Restricted Subsidiaries shall not be deemed to be an incurrence of Indebtedness
or an issuance of Disqualified Stock or Preferred Stock of Restricted
Subsidiaries for purposes of this Section 4.09; provided, that the amount of
Disqualified Stock is included in Fixed Charges of the Company as accrued;

         (xii) Indebtedness of the Company or any Restricted Subsidiary arising
from the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of business; provided,
that such Indebtedness is extinguished within five business days of incurrence;

         (xiii) Indebtedness of the Company or any of its Restricted
Subsidiaries represented by letters of credit for the account of the Company or
such Restricted Subsidiary, as the case may be, in order to provide security for
workers' compensation claims or payment obligations in connection with
self-insurance and other Indebtedness



                                       73
<PAGE>   80

with respect to workers' compensation claims, self-insurance and similar
obligations of the Company or any Restricted Subsidiary;

         (xiv) the incurrence by the Company or any Restricted Subsidiary of
additional Indebtedness, or the issuance of Disqualified Stock or, in the case
of a Restricted Subsidiary, Preferred Stock, in an aggregate principal amount
(or accreted value, redemption price or liquidation preference, as applicable)
(which amount may, but need not be, incurred in whole or in part under the
Credit Facilities) at any time outstanding, including all Permitted Refinancing
Indebtedness and Refinancing Disqualified Stock incurred to refinance any
Indebtedness or Disqualified Stock or Preferred Stock incurred pursuant to this
clause (xiv), not to exceed $65.0 million, provided, that no more than $30.0
million of which may be incurred or issued by Restricted Subsidiaries that are
not Guarantors;

         (xv) Indebtedness arising from any agreement entered into by the
Company or any of its Restricted Subsidiaries providing for indemnification,
purchase price adjustment, holdback, contingency payment obligations based on
the performance of the acquired or disposed assets or similar obligations (other
than Guarantees of Indebtedness) incurred by any Person in connection with the
acquisition or disposition of assets permitted by this Indenture;

         (xvi) trade letters of credit, performance and surety bonds, completion
guarantees or similar arrangements of the Company or any of its Restricted
Subsidiaries in the ordinary course of business;

         (xvii) Acquired Debt acquired or assumed by the Company or a Restricted
Subsidiary of the Company, or resulting from the merger or consolidation of one
or more Persons into or with the Company or one or more Restricted Subsidiaries
of the Company; provided, that (a) such Acquired Debt is not incurred in
contemplation of the respective acquisition, merger or consolidation, and (b)
after giving effect to any acquisition related to the Acquired Debt acquired or
assumed pursuant to this clause (xvii), either (I) the Company would be
permitted to incur at least $1.00 of additional Indebtedness pursuant to the
Fixed Charge Coverage Ratio test set forth in the first paragraph of this
Section 4.09, or (II) the Fixed Charge Coverage Ratio is greater than it was
immediately prior to giving effect to such acquisition;

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

         (xix) Indebtedness not to exceed $50.0 million for the last event
listed on Schedule 4.01(f) to the Credit Agreement, as in effect on the Issue
Date (net of amounts covered by insurance or indemnity agreements provided by a
reputable and credit worthy insurance company or other Person).



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<PAGE>   81

         For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness or stock meets the criteria of more
than one of the categories of Permitted Debt described in clauses (i) through
(xix) above, or is entitled to be incurred or issued pursuant to the first
paragraph of this Section 4.09, the Company shall be permitted to classify such
item of Indebtedness or stock on the date of its incurrence, or from time to
time reclassify all or a portion of such item of Indebtedness or stock, in any
manner that complies with this Section 4.09.

         Section 4.10 Asset Sales.

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

                  (A) the Company (or the Restricted Subsidiary, as the case may
         be) receives consideration at the time of such Asset Sale at least
         equal to the fair market value of the assets or Equity Interests issued
         or otherwise disposed of;

                  (B) if the fair market value of such assets or Equity
         Interests is in excess of $5.0 million, such value shall be determined
         by the Company's Board of Directors and evidenced by a resolution of
         the Board of Directors; and

                  (C) at least 75% of the consideration therefor received by the
         Company or such Restricted Subsidiary is in the form of cash or Cash
         Equivalents. For purposes of this clause (c), each of the following
         shall be deemed to be cash:

                           (1) any liabilities (as shown on the Company's or
                  such Restricted Subsidiary's most recent balance sheet), of
                  the Company or any Restricted Subsidiary that are assumed by
                  the transferee of any such assets or that otherwise cease to
                  be liabilities of the Company or Restricted Subsidiary
                  pursuant to a novation or other agreement that releases the
                  Company or such Restricted Subsidiary from further liability
                  or such agreement discharges or satisfies such liability; and

                           (2) any securities, notes or other obligations
                  received by the Company or any Restricted Subsidiary in
                  connection with such disposition that are (subject to ordinary
                  settlement periods) converted by the Company or such
                  Restricted Subsidiary into cash or Cash Equivalents (to the
                  extent of the cash or Cash Equivalents received in that
                  conversion) within 180 days of the applicable Asset Sale.

         Notwithstanding the foregoing, the 75% limitation referred to in clause
(c) shall not apply to any Asset Sale in which the cash or Cash Equivalents
portion of the consideration received therefrom, determined in accordance with
the foregoing provision,



                                       75
<PAGE>   82

is equal to or greater than what the after-tax proceeds would have been had such
Asset Sale complied with the aforementioned 75% limitation.

         (ii) Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option:

                  (A) to repay Indebtedness (other than Subordinated
         Indebtedness) of the Company or of any Guarantor or Indebtedness of a
         Restricted Subsidiary that is not a Guarantor and, if the Indebtedness
         repaid is revolving credit Indebtedness, with a corresponding permanent
         reduction in commitments with respect to that Indebtedness;

                  (B) to acquire all or substantially all of the assets of, or
         the Voting Stock of, any Person or any division of any Person that is
         engaged in any Permitted Business;

                  (C) to make capital expenditures; or

                  (D) to acquire other assets that are used or useful in a
         Permitted Business;

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

         Notwithstanding the previous provision, in the event that a Restricted
Subsidiary that is not a wholly owned Subsidiary effects an Asset Sale, whether
or not such Restricted Subsidiary dividends or distributes to all of its
stockholders (including the Company or another Restricted Subsidiary) on a pro
rata basis any proceeds of such Asset Sale to the Company or another Restricted
Subsidiary, the Company or such Restricted Subsidiary need only apply its pro
rata share of such proceeds in accordance with the preceding clauses (A) through
(D).

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

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "EXCESS PROCEEDS." When the
aggregate amount of Excess Proceeds exceeds $15.0 million, the Company no later
than 365 days after the receipt of the Net Proceeds giving rise to such Excess
Proceeds, shall make an Asset Sale



                                       76
<PAGE>   83

Offer pursuant to Section 3.09 hereof to all Holders of Notes and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or required redemptions with the proceeds of sales of assets to purchase the
maximum principal amount of Notes and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds; provided, that the Company may, at
its option, make such Asset Sale Offer prior to such 365th day. The offer price
in any Asset Sale Offer will be equal to 100% of principal amount plus accrued
and unpaid interest and Liquidated Damages, if any, to the date of purchase, and
will be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other pari passu Indebtedness to be purchased on a pro rata basis based on
the principal amount of Notes and such other pari passu Indebtedness tendered.
Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

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

         Section 4.11 Transactions with Affiliates.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate (each, an "AFFILIATE TRANSACTION"), unless:

         (i) such Affiliate Transaction or series of Affiliate Transactions is
on terms that are, taken as a whole, no less favorable to the Company or the
relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; or

         (ii) the Company delivers to the Trustee:

                  (A) should the aggregate consideration of any Affiliate
         Transaction or series of related Affiliate Transactions exceed $5.0
         million, a resolution of the



                                       77
<PAGE>   84

         Board of Directors set forth in an Officers' Certificate certifying
         that (1) such Affiliate Transaction or series of related Affiliate
         Transactions complies with this Section 4.11, and (2) such Affiliate
         Transaction or series of related Affiliate Transactions has been
         approved by a majority of the Disinterested Directors, which shall have
         determined that such Affiliate Transaction or series of related
         Affiliate Transactions is fair to the Company or such Restricted
         Subsidiary, as the case may be, from a financial point of view; and

                  (B) should the aggregate consideration of any Affiliate
         Transaction or series of related Affiliate Transactions exceed $10.0
         million, an opinion as to the fairness to the Company of such Affiliate
         Transaction from a financial point of view issued by an accounting,
         appraisal or investment banking firm of national standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph:

                           (1) reasonable fees and compensation paid to, and
                  indemnity and similar arrangements provided on behalf of,
                  officers, directors or employees of the Company or any
                  Restricted Subsidiary of the Company as determined in good
                  faith by the Company' Board of Directors or senior management;

                           (2) transactions between or among the Company or its
                  Restricted Subsidiaries or both;

                           (3) the payment of management fees to any Affiliate
                  of the Company not to exceed in the aggregate to all
                  Affiliates, in any twelve-month period, the greater of (a)
                  $1.0 million and (b) an amount equal to 1% of Consolidated
                  Cash Flow and the reimbursement of expenses incurred by
                  Affiliates from time to time in the course of providing
                  management, investment banking, commercial banking, or
                  financial advisory services to, or monitoring their
                  investments in, the Company;

                           (4) a Restricted Payment or Permitted Investment that
                  is permitted by the provisions of Section 4.07 and any
                  transaction that is specifically excluded from the definition
                  of "Restricted Payment" set forth in Section 4.07(i)(A),
                  (i)(B), (i)(C) and (i)(D);

                           (5) loans and advances to officers, directors, and
                  employees of the Company or any of its Restricted Subsidiaries
                  for bona fide business purposes in the ordinary course of
                  business;



                                       78
<PAGE>   85

                           (6) transactions between the Company and any of its
                  Affiliates involving investment banking, commercial banking,
                  financial advisory and related activities;

                           (7) issuances of securities or payments or
                  distributions in connection with employment incentive plans,
                  employee stock plans, employees stock option plans and similar
                  plans and arrangements approved by the Board of Directors of
                  the Company;

                           (8) sales and issuances of Equity Interests of the
                  Company (other than Disqualified Stock);

                           (9) transactions between the Company or any
                  Restricted Subsidiary (including PCS, or any successor
                  thereto) and Rite Aid or its affiliates with respect to
                  services provided by Rite Aid to the Company or any Restricted
                  Subsidiary or by the Company or any Restricted Subsidiary to
                  Rite Aid, in each case, in the ordinary course of business;

                           (10) transactions between the Company or any
                  Restricted Subsidiary and JLL or any Affiliate of JLL entered
                  into in the ordinary course of business and in compliance with
                  the provisions of clause (i) and (ii)(A) of this Section 4.11;

                           (11) any agreements or arrangements in effect on, or
                  entered into on or prior to, the Issue Date, or any amendment,
                  modification, or supplement thereto or any replacement
                  thereof, so long as any such amendment, modification,
                  supplement or replacement agreement is not materially more
                  disadvantageous to the Holders of the Notes than the original
                  agreements as in effect on the Issue Date, and any
                  transactions contemplated by any of the foregoing agreements
                  or arrangements;

                           (12) the existence of, or the performance by the
                  Company or any of its Restricted Subsidiaries of its
                  obligations under the terms of, any stockholders agreement,
                  partnership agreement or limited liability company members
                  agreement (including any registration rights agreement or
                  purchase agreement related thereto) to which it is a party as
                  of the Issue Date and any similar agreements which it may
                  enter into thereafter, in each case subject to compliance with
                  the other provisions of this Indenture; provided, however,
                  that the existence of, or the performance by the Company or
                  any of its Restricted Subsidiaries of obligations under the
                  terms of any future amendment to any such existing agreement
                  or under any similar agreement entered into after the Issue
                  Date shall only be permitted by this clause (12) to the extent
                  that the terms (taken as a whole)



                                       79
<PAGE>   86

                  of any such amendment or new agreement are not otherwise
                  materially more disadvantageous to the Holders of the Notes
                  than those agreements that were in effect on the Issue Date;
                  and

                           (13) transactions in connection with a Qualified
                  Receivables Transaction between a Receivables Subsidiary and
                  any Person in which the Receivables Subsidiary has an
                  Investment.

         Section 4.12 Liens.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer or permit to exist
any Lien (other than Permitted Liens) on any of its property or assets
(including Capital Stock of any other Person), whether owned on the Issue Date
or thereafter acquired, securing any Indebtedness or trade payables (the
"INITIAL LIEN"), unless contemporaneously therewith effective provision is made
to secure the Indebtedness due under this Indenture and the Notes or, in respect
of Liens on any Restricted Subsidiary's property or assets, any Guarantee of the
Notes by such Restricted Subsidiary, equally and ratably with such obligation
(or, if such obligation is subordinated in right of payment to the Notes or any
Subsidiary Guarantee, prior to such obligation) for so long as such obligation
is so secured by such Initial Lien. Any such Lien thereby created in favor of
the Notes or any such Guarantee will be automatically and unconditionally
released and discharged upon (i) the release and discharge of the Initial Lien
to which it relates, or (ii) any sale, exchange or transfer to any Person not an
Affiliate of the Company of the property or assets secured by such Initial Lien,
or of all of the Capital Stock held by the Company or any Restricted Subsidiary
in, or all or substantially all the assets of, any Restricted Subsidiary
creating such Lien.

         Section 4.13 Corporate Existence.

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



                                       80
<PAGE>   87

         Section 4.14 Offer to Repurchase Upon Change of Control.

         If a Change of Control occurs, each Holder of Notes shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple thereof) of that Holder's Notes pursuant to the offer
described below (the "CHANGE OF CONTROL OFFER") on the terms set forth in this
Section 4.14. In the Change of Control Offer, the Company shall offer payment in
cash equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date
of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase Notes on the Change of Control Payment Date specified in such
notice (the "CHANGE OF CONTROL PAYMENT DATE"), which date shall be no earlier
than 30 days and no later than 60 days from the date such notice is mailed,
pursuant to the procedures required by this Indenture and described in such
notice. The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of this Section 4.14, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the provisions of this Section 4.14 by virtue of such
conflict.

         On the Change of Control Payment Date, the Company shall, to the extent
lawful:

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

         (ii) prior to 10:00 am Eastern time, deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions thereof so tendered; and

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

         The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or instruct the Registrar to transfer by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each such new Note shall
be in a principal amount of $1,000 or an integral multiple thereof.



                                       81
<PAGE>   88

         Prior to complying with any of the provisions of this Section 4.14, but
in any event within 90 days following a Change of Control, the Company shall
either obtain the requisite consents, if any, under all agreements governing
outstanding Indebtedness to permit the repurchase of Notes required by this
Section 4.14, or will repay such Indebtedness. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

         The Company shall first comply with the covenant in the first sentence
in the immediately preceding paragraph before it shall be required to repurchase
Notes pursuant to the provisions described above. The Company's failure to
comply with the covenant described in the immediately preceding sentence may
(with notice and lapse of time) constitute an Event of Default described under
clause (ii) under Section 6.01.

         The provisions described above that require the Company to make a
Change of Control Offer following a Change of Control will be applicable
regardless of whether any other provisions of this Indenture are applicable.
Except as described above with respect to a Change of Control, this Indenture
does not contain provisions that permit the Holders of the Notes to require that
the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.

         Notwithstanding anything to the contrary in this Section 4.14, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 and Section 3.09 hereof and all other provisions of 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.

         Section 4.15 [Intentionally Left Blank]

         Section 4.16 Subsidiary Guarantees.

         If the Company or any of its Restricted Subsidiaries acquires or
creates another Domestic Subsidiary or if any Restricted Subsidiary becomes a
Domestic Subsidiary of the Company after the Issue Date, or if any Restricted
Subsidiary becomes a guarantor under the Credit Agreement, then that newly
acquired or created Domestic Subsidiary or that Restricted Subsidiary must
become a Guarantor and execute a supplemental indenture and deliver an Opinion
of Counsel to the Trustee; provided that Subsidiaries that are (a) obligors with
respect to less than $5.0 million of Indebtedness and Preferred Stock,
individually, and $30.0 million in the aggregate, and (b) Receivables
Subsidiaries, will not be required to Guarantee the Notes.



                                       82
<PAGE>   89

         Any Subsidiary that is not required to be or remain a Guarantor under
this Section 4.16 shall be entitled to be released from its obligations under
this Indenture. Upon delivery by the Company to the Trustee of an Officer's
Certificate setting forth the basis for such release and that such release is in
compliance with the requirements of the Section, the Trustee shall execute any
documents reasonably required in order to evidence the release of such Guarantor
from its obligations under this Indenture, including without limitation, its
Subsidiary Guarantee.

         Guarantors may also be released pursuant to the procedures set forth in
Section 11.04.

         Section 4.17 Business Activities.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than Permitted Businesses, except to such
extent as would not be material to the Company and its Restricted Subsidiaries
taken as a whole. Any Receivables Subsidiary and any Subsidiary of a Receivables
Subsidiary may engage in a business related or ancillary to a Qualified
Receivables Transaction.

         Section 4.18 Designation of Restricted And Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if at the time of and after giving effect to such
designation no Default or Event of Default shall have occurred or be continuing.
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments of the Company and
its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be
an Investment made as of the time of such designation and will either (i) reduce
the amount available for Restricted Payments under Section 4.07 hereof, (ii)
reduce the amount available for future Investments under one or more clauses of
the definition of Permitted Investments, as the Company shall determine, or
(iii) a combination of the foregoing. That designation will only be permitted if
the Investment would be permitted at that time under Section 4.07(i) and (ii)
hereof and if such Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary.

         Subject to the last paragraph of the definition of "Unrestricted
Subsidiaries," the Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if at the time of and after giving
effect to such redesignation, no Default or Event of Default shall have occurred
or be continuing.



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                                    ARTICLE 5

                                   SUCCESSORS

         Section 5.01 Merger, Consolidation, or Sale of Assets.

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

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

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

         (iii) immediately after such transaction no Default or Event of Default
has occurred and is continuing; and

         (iv) either (A) 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, lease, transfer, conveyance or other disposition shall have been
made, will, on the date of such transaction after giving pro forma effect
thereto and any related financing transactions as if the same had occurred at
the beginning of the applicable four-quarter period, be permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in the first paragraph of Section 4.09 hereof, or (B) the
Fixed Charge Coverage Ratio of such surviving Person is not less than the Fixed
Charge Coverage Ratio immediately prior to such transaction.

         This Section 5.01 shall not apply to (x) a merger, consolidation, sale,
assignment, lease, transfer, conveyance or other disposition of assets between
or among the Company and any Restricted Subsidiary or (y) transfers of accounts
receivable and related assets of the type specified in the definition of
"Qualified Receivables Transaction" (or a fractional



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undivided interest therein) by a Receivables Subsidiary in a Qualified
Receivables Transaction.

         Notwithstanding the foregoing clause (iv), the Company may merge with
an Affiliate incorporated or organized either (A) for the purpose of
reincorporating or reorganizing the Company in another jurisdiction or (B) to
realize tax benefits without complying with the foregoing clause (iv) provided,
that, at the time of and after giving effect to such transaction, no Default or
Event of Default shall have occurred or be continuing or would result from such
merger.

         Section 5.02 Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,
transfer, conveyance or other disposition (other than a lease) of all of the
Company's assets that meets the requirements of Section 5.01 hereof.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

         Section 6.01 Events of Default.

         Each of the following is an Event of Default:

         (i) default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes;

         (ii) default in payment when due of the principal of, or premium, if
any, on the Notes;



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<PAGE>   92

         (iii) failure by the Company or any of its Restricted Subsidiaries to
comply with Sections 4.10 and 5.01 hereof;

         (iv) failure by the Company or any of its Subsidiaries to comply with
any of the other covenants in this Indenture for a period of 45 consecutive days
after written notice by the Trustee or by the Holders of at least 25% in
principal amount of the Notes then outstanding;

         (v) default under any mortgage, indenture or instrument under which
there is issued and outstanding any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or Indebtedness of an
Unrestricted Subsidiary that is Guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or
is created after the Issue Date, if that default:

                  (A) is caused by a failure to pay principal at the final
         stated maturity of such Indebtedness (a "PAYMENT DEFAULT"); or

                  (B) results in the acceleration of such Indebtedness prior to
         its stated maturity,

but only if the principal amount of any such Indebtedness, together with the
principal amount of any other Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $10.0
million or more;

         (vi) failure by the Company or any of its Subsidiaries to pay final
judgments aggregating in excess of $10.0 million, or any judgments aggregating
in excess of $20.0 million for the last event listed on Schedule 4.01(f) to the
Credit Agreement, as in effect on the Issue Date (net of any amounts covered by
insurance or indemnity arrangements provided by a reputable and creditworthy
insurance company or other Person), which judgments are not paid, discharged or
stayed for a period of 60 consecutive days after the judgments become final and
non-appealable;

         (vii) the Company or any of its Significant Subsidiaries which is a
Restricted Subsidiary ("MATERIAL SUBSIDIARY") or any Restricted Subsidiaries
that, if taken together would constitute a Material Subsidiary:

                  (A) commences a voluntary case,

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

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



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

                  (E) generally is not paying its debts as they become due; or
         In each such case, within the meaning of any Bankruptcy Law.

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

                  (A) is for relief against the Company or any of its Material
         Subsidiaries or Restricted Subsidiaries that, taken as a whole, would
         constitute a Material Subsidiary in an involuntary case;

                  (B) appoints a custodian of the Company or any of its Material
         Subsidiaries or any Restricted Subsidiaries that, taken as a whole,
         would constitute a Material Subsidiary or for all or substantially all
         of the property of the Company or any of its Material Subsidiaries or
         any Restricted Subsidiaries that, taken as a whole, would constitute a
         Material Subsidiary; or

                  (C) orders the liquidation of the Company or any of its
         Material Subsidiaries or any Restricted Subsidiaries that, taken as a
         whole, would constitute a Material Subsidiary; and the order or decree
         remains unstayed and in effect for 60 consecutive days; and

         (ix) Any Subsidiary Guarantee by a Guarantor that is a Material
Subsidiary or Restricted Subsidiaries that if taken together would constitute a
Material Subsidiary, (x) shall be held in any judicial proceeding to be
unenforceable or invalid, or (y) shall cease for any other reason, other than in
accordance with its terms, to be in full force and effect, and for purposes of
this clause (y) only, and such failure shall continue for a period of three days
after written notice by the Trustee or Holders of at least 25% in principal
amount of the Notes then outstanding to such Guarantor, or (z) any Guarantor
that is a Significant Subsidiary, or any Person acting on behalf of any
Guarantor that is a Significant Subsidiary, shall deny or disaffirm its
obligations under its Subsidiary Guaranty.

         Section 6.02 Acceleration.

         In the case of an Event of Default arising from an Event of Default
specified in clauses (vii) and (viii) of Section 6.01 hereof, all outstanding
Notes will become due and payable including in each case accrued and unpaid
interest and Liquidated Damages thereon immediately without further action or
notice. If any other Event of Default occurs and is continuing, the Trustee, or
the Holders of at least 25% in principal amount of the then outstanding Notes,
may declare all the Notes to be due and payable, including in each case accrued
and unpaid interest and Liquidated Damages thereon , by notice in writing to the
Company and, if applicable, the Trustee specifying the respective Event of



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Default and that such notice is a "notice of acceleration" (the "ACCELERATION
NOTICE"), and the same (i) will become immediately due and payable, or (ii) if
there are any amounts outstanding under the Credit Agreement, will become
immediately due and payable upon the first to occur of an acceleration under the
Credit Agreement or five Business Days after receipt by the Company and the
Representative under the Credit Agreement of such Acceleration Notice, but only
if such Event of Default is then continuing. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to
the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default (except nonpayment of principal, interest
or premium that has become due solely because of the acceleration or other
provisions as required by the TIA) have been cured or waived.

         Section 6.03 Other Remedies.

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

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

         Section 6.04 Waiver Of Past Defaults.

         Subject to Section 9.02, Holders of not less than a majority in
aggregate principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences hereunder, except a continuing
Default or Event of Default in the payment of the principal of, premium and
Liquidated Damages, if any, or interest on, the Notes (including in connection
with an offer to purchase) (provided, however, that the Holders of a majority in
aggregate principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.



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         In the event of a waiver, the Company shall deliver to the Trustee an
Officers' Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents.

         Section 6.05 Control by Majority.

         Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that (i) conflicts with any rule of law or this Indenture, or (ii) the
Trustee determines may be unduly prejudicial to the rights of other Holders of
Notes or (iii) that may involve the Trustee in personal liability. Subject to
Article 7, the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such action.

         Section 6.06 Limitation on Suits.

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

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

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

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

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

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

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

         Section 6.07 Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including



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in connection with an offer to purchase), or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

         Section 6.08 Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(i) or (ii) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Liquidated Damages, if any, and interest
remaining unpaid on the Notes and to the extent lawful, interest on overdue
principal and to the extent lawful, interest on overdue installments of interest
and such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

         Section 6.09 Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims after deduction of the
reasonable compensation, expenses, disbursements and advances to the Trustee, as
agent and counsel, and any other amounts due the Trustee under Section 7.07
hereof to the extent any such charges and expenses are not paid out of the
estate in any such proceeding and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights


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of any Holder, or to authorize the Trustee to vote in respect of the claim of
any Holder in any such proceeding.

         Section 6.10 Priorities.

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

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

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

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

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

         Section 6.11 Undertaking for Costs.

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



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                                    ARTICLE 7

                                     TRUSTEE

         Section 7.01 Duties of Trustee.

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

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

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

                  (B) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, in the case of any certificates or opinions
         required to be provided to the Trustee by any provision hereof the
         Trustee shall examine the certificates and opinions 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.

         (iii) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that (A) this paragraph does not limit the effect of clause
(ii) of this Section 7.01;

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

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

         (iv) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to clauses (i),
(ii) and (iii) of this Section 7.01.

         (v) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless



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such Holder shall have offered to the Trustee security and indemnity
satisfactory to it against any loss, liability or expense.

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

         Section 7.02 Rights of Trustee.

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

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

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

         (iv) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

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

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

         (vii) The Trustee shall have no duty to inquire as to the performance
of any of the Company's covenants in Article 4 hereof. The Trustee shall not be
deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references the Notes and
this Indenture.



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

         Section 7.03 Individual Rights of Trustee.

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

         Section 7.04 Trustee's Disclaimer.

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

         Section 7.05 Notice of Defaults.

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

         Section 7.06 Reports by Trustee to Holders of the Notes.

         Within 60 days after each September 15 beginning with the September 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be



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transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

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

         Section 7.07 Compensation and Indemnity.

         The Company and each Guarantor, jointly and severally, covenant and
agree to pay to the Trustee from time to time such reasonable compensation as
shall be agreed in writing by the Company and the Trustee for its acceptance of
this Indenture and services hereunder. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company
and each Guarantor, jointly and severally covenant and agree to reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents, accountants, experts and counsel,
including the expenses of counsel in connection with the Trustee's acceptance of
this Indenture.

         The Company and each Guarantor, jointly and severally, covenant and
agree to indemnify each of the Trustee or any predecessor Trustee and each of
their respective officers, directors, employees, attorneys in fact and agents
for, and to hold them harmless against, any and all loss, damage, claims,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income, receipts or capital of the Trustee), arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including the costs and expenses of defending itself against any
claim (whether asserted by the Company, or any Guarantor, or any Holder or any
other Person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder, except to the extent that such loss, claim,
liability or expense is due to negligence or bad faith. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company shall not relieve the Company or any
Guarantor of its obligations hereunder. The Company and each Guarantor, jointly
and severally, covenant and agree to defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
and each Guarantor, jointly and severally, covenant and agree to pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

         The obligations of the Company and each Guarantor, jointly and
severally, under this Section 7.07 shall survive the satisfaction and discharge
of this Indenture.



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

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

         Section 7.08 Replacement of Trustee.

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

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

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

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

         (iii) a custodian or public officer takes charge of the Trustee or its
property; or

         (iv) the Trustee becomes incapable of acting.

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

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

         If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any



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court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

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

         Section 7.09 Successor Trustee by Merger, etc.

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

         Section 7.10 Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus (together with its
holding company and sister companies, if any) of at least $50.0 million as set
forth in its most recent published annual report of condition.

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

         Section 7.11 Preferential Collection of Claims Against Company.

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



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                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

         Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

         Section 8.02 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its Obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (i) and (ii) below, and to have
satisfied all of their obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder:

         (i) the rights of Holders of outstanding Notes to receive solely from
the trust fund described in Section 8.04 hereof, and as more fully set forth in
such Section 8.04, payments in respect of the principal of and premium, interest
and Liquidated Damages, if any, on such Notes when such payments are due;

         (ii) the Company's obligations with respect to such Notes under Article
2 and Section 4.02 hereof;

         (iii) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's obligations in connection therewith; and

         (iv) this Article 8.

         Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

         Section 8.03 Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor shall, subject
to the satisfaction of



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<PAGE>   105

the conditions set forth in Section 8.04 hereof, be released from their
respective obligations under the covenants contained in Sections 4.03, 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.16, 4.17 and 4.18 hereof with respect to
the outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder. For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified above
and below, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(iii) through
6.01(vii) hereof shall not constitute Events of Default.

         Section 8.04 Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         (i) the Company must irrevocably deposit or cause to be deposited, with
the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in amounts as will
be sufficient, in the opinion of a nationally recognized firm of independent
public accountants, to pay the principal of, interest and premium and Liquidated
Damages, if any, on the outstanding Notes on the stated maturity thereof or on
the applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;

         (ii) in the case of Legal Defeasance, the Company must deliver to the
Trustee an Opinion of Counsel in the United States reasonably acceptable to the
Trustee confirming that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling, or (B) since the date of
this Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based on that change the Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
the Legal Defeasance and will be subject to federal income tax on the same



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<PAGE>   106

amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

         (iii) in the case of Covenant Defeasance, the Company must deliver to
the Trustee an Opinion of Counsel in the United States reasonably acceptable to
the Trustee confirming 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;

         (iv) no Default or Event of Default shall have occurred and be
continuing either (a) on the date of such deposit (other than (A) Defaults or
Events of Default resulting from the borrowing of funds to be applied to the
deposit) related to or arising out of incurrences of Indebtedness (and Liens and
customary documentation thereto) the proceeds of which are used to satisfy the
requirement in paragraph (i) above and (B) Defaults or Events of Default arising
under Section 6.01(v) related to Defaults and Events of Default described in
clause (A) of this parenthetical) or (b) insofar as Events of Default from
bankruptcy or insolvency events are concerned, at any time in the period ending
on the 91st day after the date of deposit;

         (v) any Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

         (vi) the Company must deliver to the Trustee an Opinion of Counsel to
the effect that, assuming no intervening bankruptcy of the Company or any
Guarantor between the date of deposit and the 91st day following the deposit and
assuming that no Holder is an "insider" of the Company under applicable
bankruptcy law, after the 91st day following the deposit, the trust funds will
not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights and remedies
generally;

         (vii) the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the Holders of the Notes over other creditors of the Company, or with
the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

         (viii) the Company must deliver to the Trustee an Officers' Certificate
and an Opinion of Counsel, stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with.



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<PAGE>   107

         Section 8.05 Deposited Money and Government Securities to Be Held in
Trust; Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"TRUSTEE") pursuant to Section 8.04 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 (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium interest and Liquidated
Damages, if any, but such money need not be segregated from other funds except
to the extent required by law.

         The Company and each Guarantor, jointly and severally, covenant and
agree to pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(ii) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

         Section 8.06 Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, interest
or Liquidated Damages, if any, on any Note and remaining unclaimed for two years
after such principal, premium, or interest or Liquidated Damages has become due
and payable shall be paid to the Company on its written request or (if then held
by the Company) shall be discharged from such trust; and the Holder of such Note
shall thereafter look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in the New York Times (national edition) and The Wall Street Journal



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(national edition), notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

         Section 8.07 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and each Guarantor's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company
makes any payment of principal of, premium, interest or Liquidated Damages on
any Note following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

         Section 9.01 Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 hereof, the Company, the Guarantors and
the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary
Guarantees without the consent of any Holder of a Note:

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

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

         (iii) to provide for the assumption of the Company's or any Guarantor's
obligations to the Holders of the Notes by a successor to the Company or a
Guarantor pursuant to Article 5 or Article 11 hereof;

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



                                      102
<PAGE>   109

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

         (vi) to provide for the issuance of Additional Notes in accordance with
the limitations set forth in this Indenture as of the date hereof; or

         (vii) to allow any Guarantor to execute a supplemental indenture and/or
a Subsidiary Guarantee with respect to the Notes.

         Upon the request of the Company and upon request by the Trustee, upon
receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Company and the Guarantors in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

         Section 9.02 With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or
the Subsidiary Guarantees with the consent of the Holders of at least a majority
in principal amount of Notes then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes or the
Subsidiary Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Sections 2.08 and 2.09 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental indenture.



                                      103
<PAGE>   110

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

         (ii) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of the
Notes (other than provisions relating to Sections 3.09, 4.10 or 4.14 hereof);

         (iii) reduce the rate of or change the time for payment of interest,
including default interest, on any Note;

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

         (v) make any Note payable in money other than that stated in the Notes;

         (vi) make any change in the provisions of this Indenture relating to
waivers of past Defaults or the rights of Holders of Notes to receive payments
of principal of or premium, interest or Liquidated Damages, if any, on the
Notes;

         (vii) waive a redemption payment with respect to any Note (other than a
payment required by Section 3.09, 4.10 or 4.14 hereof);

         (viii) make any change in the foregoing amendment and waiver
provisions; or

         (ix) release any Guarantor from any of its obligations under its
Subsidiary Guarantee or this Indenture, except in accordance with the terms of
this Indenture.



                                      104
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         Section 9.03 Compliance with Trust Indenture Act.

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

         Section 9.04 Revocation and Effect of Consents.

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

         Section 9.05 Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

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

         Section 9.06 Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. In
executing any amended or supplemental indenture, 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 together stating
that the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture and that such amendment is the legal, valid and
binding obligation of the Company and any Guarantors, enforceable against them
in accordance with their terms, subject to customary exceptions, and complies
with the provisions hereof (including Section 9.03).



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                                   ARTICLE 10

                           [Intentionally Left Blank]

                                   ARTICLE 11

                              SUBSIDIARY GUARANTEES

         Section 11.01 Subsidiary Guarantee.

         Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally Guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the Obligations of the Company hereunder or thereunder, that:

         (i) the principal of and interest on the Notes will be promptly paid in
full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on the overdue principal of and interest on the Notes, if any, if
lawful, and all other Obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and

         (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other Obligations, that same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise.

         Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
Guarantee of payment and not a guarantee of collection. The Guarantors hereby
agree that their Obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
of the Notes with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that, except
as provided in this Indenture, this Subsidiary Guarantee shall not be discharged
except by complete performance of the Obligations contained in the Notes and
this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to



                                      106
<PAGE>   113

the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in respect of any payments made hereunder until payment in full of
all Obligations Guaranteed hereby. Each Guarantor further agrees that, as
between the Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (i) the maturity of the Obligations Guaranteed hereby may be
accelerated as provided in Article 6 hereof for the purposes of this Subsidiary
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (ii) in
the event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Subsidiary Guarantee. The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under this Subsidiary Guarantee.

         Section 11.02 Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Subsidiary Guarantee set forth
in this Article 11 shall be limited to the maximum amount as will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of
such Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Subsidiary Guarantee not constituting a fraudulent transfer or
conveyance.

         Section 11.03 Notation of Subsidiary Guarantee.

         To provide notice of its Subsidiary Guarantee, each Guarantor hereby
agrees that a notation of such Subsidiary Guarantee substantially in the form
included in Exhibit E may be endorsed by an Officer of such Guarantor on each
Note authenticated and delivered by the Trustee and that this Indenture or an
appropriate supplemental indenture shall be executed on behalf of such Guarantor
by an Officer thereof.



                                      107
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         Each Guarantor hereby agrees that its Subsidiary Guarantee shall remain
in full force and effect notwithstanding any failure to endorse on each Note a
notation of such Subsidiary Guarantee.

         If an Officer whose signature is on this Indenture or an appropriate
supplemental indenture no longer holds that office at the time the Trustee
authenticates the Note on which a notation of Subsidiary Guarantee is endorsed,
the Subsidiary Guarantee shall be valid nevertheless.

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

         In the event that the Company creates or acquires any other Domestic
Subsidiaries subsequent to the Issue Date, or if any current or future
Subsidiaries become Domestic Subsidiaries subsequent to the Issue Date, if
required by Section 4.16 hereof, the Company shall cause such Subsidiaries to
execute supplemental indentures to this Indenture in accordance with Section
4.16 hereof, and this Article 11, to the extent applicable.

         Section 11.04 Releases Following Sale.

         Subject to the provisions of Section 4.16 herein, in the event of a
sale or other disposition of all or substantially all of the assets of any
Guarantor, by way of merger, consolidation or otherwise (other than to the
Company or any Subsidiary), or a sale or other disposition of all of the Capital
Stock of any Guarantor owned by the Company and its Restricted Subsidiaries
(other than to the Company or any Subsidiary), then such Guarantor and its
successors in interest (in the event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or such Guarantor and the Person acquiring the assets (in the event
of a sale or other disposition of all or substantially all of the assets of such
Guarantor) will be released and relieved of any obligations under this
Indenture, including, without limitation, its Subsidiary Guarantee; provided
that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof,
the Trustee shall execute any documents reasonably required in order to evidence
the release of any Guarantor from its obligations under this Indenture,
including, without limitation, its Subsidiary Guarantee.



                                      108
<PAGE>   115

         Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

         Guarantors may also be released from their obligations under this
Indenture pursuant to the procedures in Section 4.16 hereof.

                                   ARTICLE 12

                           SATISFACTION AND DISCHARGE

         Section 12.01 Satisfaction and Discharge of Indenture.

         This Indenture shall be discharged and shall cease to be of further
effect as to all Notes issued hereunder (other than (1) the Company's
obligations with respect to outstanding Notes under Article 2 and Section 4.02
hereof, (2) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's obligations in connection therewith, and (3) this
Article 12), when

         (i) either:

                  (A) all Notes that have been authenticated (except lost,
         stolen or destroyed Notes that have been replaced or paid and Notes for
         whose payment money has theretofore been deposited in trust and
         thereafter repaid to the Company) have been delivered to the Trustee
         for cancellation; or

                  (B) all Notes that have not been delivered to the Trustee for
         cancellation have become due and payable by reason of the making of a
         notice of redemption or otherwise or will become due and payable within
         one year and the Company or any Guarantor has irrevocably deposited or
         caused to be deposited with the Trustee as trust funds in trust solely
         for the benefit of the Holders, cash in U.S. dollars, non-callable
         Government Securities, or a combination thereof, in such amounts as
         will be sufficient without consideration of any reinvestment of
         interest, to pay and discharge the entire indebtedness on the Notes not
         delivered to the Trustee for cancellation for principal, premium and
         Liquidated Damages, if any, and accrued interest to the date of
         maturity or redemption;

         (ii) as to Section 12.01(i)(B) only, no Default or Event of Default
shall have occurred and be continuing on the date of the deposit or shall occur
as a result of the deposit (other than Defaults and Events of Default related to
or arising out of incurrences of Indebtedness and Liens and customary
documentation related thereto) and the deposit will not result in a breach or
violation of, or constitute a default under, any other



                                      109
<PAGE>   116

instrument to which the Company or any Guarantor is a party or by which the
Company or any Guarantor is bound;

         (iii) the Company or any Guarantor has paid or caused to be paid all
other sums payable by it under this Indenture; and

         (iv) the Company has delivered irrevocable instructions to the Trustee
under this Indenture to apply the deposited money toward the payment of the
Notes at maturity or the redemption date, as the case may be.

         In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee together stating that all conditions precedent
to satisfaction and discharge have been satisfied.

         Section 12.02 Application of Trust Money.

         Subject to the provisions of Section 8.06 hereof, all money deposited
with the Trustee pursuant to Section 12.01 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
Persons entitled thereto, of the principal (and premium, if any), interest and
Liquidated Damages, if any, for whose payment such money has been deposited with
the Trustee.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 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 Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though no such deposit had occurred pursuant to
Section 12.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.



                                      110
<PAGE>   117

                                   ARTICLE 13

                                  MISCELLANEOUS

         Section 13.01 Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties shall control.

         Section 13.02 Notices.

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

         If to the Company and/or any Guarantor:

         AdvancePCS
         5215 North O'Connor Blvd.
         Suite 1600
         Irving, Texas 75039
         Telecopier No.: (469) 420-6008
         Attention: Chief Financial Officer

         With copies to:

         AdvancePCS
         9501 East Shea Blvd.
         Scottsdale, Arizona 85260
         Telecopier No: (480) 391-4120
         Attention: General Counsel

         Akin, Gump, Strauss, Hauer & Feld, L.L.P.
         1700 Pacific Avenue
         Suite 4100
         Dallas, Texas 75201
         Telecopier No.: (214) 969-4343
         Attention: J. Kenneth Menges, Jr., P.C.

         Joseph Littlejohn & Levy, Inc.
         450 Lexington Avenue
         Suite 3350
         New York, New York 10017
         Telecopier No. (212) 286-8626
         Attention: Ramsey A. Frank



                                      111
<PAGE>   118

         If to the Trustee:

         U.S. Trust Company of Texas, N.A.
         2001 Ross Avenue, Suite 2700
         Dallas, Texas, 75201
         Telecopier No.: (214) 754-1303
         Attention: Corporate Trust

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

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

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

         Section 13.03 Communication by Holders of Notes with Other Holders of
Notes.

         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 Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

         Section 13.04 Certificate and Opinion as to Conditions Precedent.

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

         (i) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating



                                      112
<PAGE>   119

that, in the opinion of the signers, all conditions precedent and covenants, if
any, provided for in this Indenture relating to the proposed action have been
satisfied; and

         (ii) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof and may rely upon such Officers' Certificate as to factual
matters unless such counsel knows the Officers' Certificate is erroneous)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

         Section 13.05 Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

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

         (ii) 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;

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

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

         Section 13.06 Rules by Trustee and Agents.

         (i) The Trustee may make reasonable rules for action by or at a meeting
of Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

         (ii) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of such Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other act, but the
Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
any such record date shall be the record date specified in or pursuant to such
Board Resolution, which shall be a date not more than 30 days prior to the first
solicitation of Holders generally in connection therewith and no later than the
date of such solicitation is completed.



                                      113
<PAGE>   120

         If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other act may be given before or after
such record date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes of determining
whether holders of the requisite proportion of Notes then outstanding have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other act, and for this purpose the Notes
then outstanding shall be computed as of such record date; provided that no such
request, demand, authorization, direction, notice, consent, waiver or other act
by the Holders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

         Section 13.07 No Personal Liability of Directors, Officers, Employees
and Shareholders.

         No director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, in that capacity, will have any liability for any
obligations of the Company or the Guarantors under the Notes, the Subsidiary
Guarantees, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. This waiver and release are part of the
consideration for issuance of the Notes.

         Section 13.08 GOVERNING LAW.

         THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         Section 13.09 No Adverse Interpretation of Other Agreements.

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

         Section 13.10 Successors.

         All agreements of the Company and the Guarantors in this Indenture and
the Notes shall bind their respective successors. All agreements of the Trustee
in this Indenture shall bind its successors.

         Section 13.11 Severability.

         In case any provision in this Indenture or in the Notes 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.



                                      114
<PAGE>   121

         Section 13.12 Counterpart Originals.

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

         Section 13.13 Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                       [Indenture signature page follows]




                                      115
<PAGE>   122

                           [Indenture signature page]



                                      Company:


Date:               , 2001            AdvancePCS


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




                                      Guarantors:


Date:               , 2001            AdvancePCS, L.P.

                                          By AdvancePCS, its General Partner


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



Date:               , 2001            AdvancePCS Research, L.L.C.


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



                                      116
<PAGE>   123

Date:               , 2001            ADVP Consolidation, L.L.C.


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




Date:               , 2001            AdvanceRx.com, L.P.

                                          By AdvancePCS, its General Partner


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




Date:               , 2001            ADVP Management, L.P.

                                          By AdvancePCS, its General Partner


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




Date:               , 2001            Ambulatory Care Review Services, Inc.


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




                                      117
<PAGE>   124

Date:               , 2001            Baumel-Eisner Neuromedical
                                        Institute, Inc.


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




Date:               , 2001            Clinical Pharmaceuticals, Inc.


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




Date:               , 2001            FFI Rx Managed Care, Inc.


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




Date:               , 2001            First Florida International Holdings,
                                        Inc.


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




                                      118
<PAGE>   125

Date:               , 2001            First Florida Managed Care, Inc.


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




Date:               , 2001            Foundation Health Pharmaceutical
                                        Services, Inc.


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




Date:               , 2001            HMN Health Services, Inc.


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




Date:               , 2001            Innovative Medical Research, Inc.


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




                                      119
<PAGE>   126

Date:               , 2001            Innovative Pharmaceutical Strategies, Inc.


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




Date:               , 2001            Mature Rx Plus of Nevada, Inc.


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




Date:               , 2001            PCS Health Systems, Inc.


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




Date:               , 2001            PCS Holding Corporation


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




                                      120
<PAGE>   127

Date:               , 2001            PCS Mail Services, Inc.


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




Date:               , 2001            PCS Mail Services of Birmingham, Inc.


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




Date:               , 2001            PCS Mail Services of Ft. Worth, Inc.


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




Date:               , 2001            PCS Mail Services of Scottsdale, Inc.


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




                                      121
<PAGE>   128

Date:               , 2001            PCS Services, Inc.


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




Date:               , 2001            Phoenix Communications International, Inc.


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




                                      Trustee:


Dated:_________ 2001                  U.S. Trust Company of Texas, N.A.


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



                                      122
<PAGE>   129

                                    EXHIBIT A
                                 (Face of Note)

          [Insert the Global Note Legend, if applicable pursuant to the
                          provisions of the Indenture]

       [Insert the Private Placement Legend, if applicable pursuant to the
                          provisions of the Indenture]

                              Senior Notes due 2008

No.                                                            CUSIP____________

                                                                    $

AdvancePCS, a Delaware corporation, promises to pay to _________________________
or registered assigns, the principal sum of ____________________________________
Dollars on April 1, 2008.


Interest Payment Dates: April 1 and October 1


Record Dates:  March 15 and September 15

                                        AdvancePCS

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

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

                                        U.S. Trust Company of Texas, N.A.
                                        as Trustee

                                        By:

                                        Authorized Signatory

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




                                      A-1
<PAGE>   130

                                 (Back of Note)
                              Senior Notes due 2008


         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

         1. Interest. AdvancePCS, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note at 8 1/2% per
annum from the date hereof until maturity and shall pay the Liquidated Damages,
if any, payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company shall pay interest in cash and Liquidated Damages
semi-annually on April 1 and October 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "INTEREST PAYMENT
DATE"). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date shall be October 1, 2001. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at a rate that is 1.0% per annum in excess of the rate then in effect; it
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

         2. Method of Payment. The Company shall 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 15 or
September 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders; provided, that payment by wire transfer of immediately available funds
shall be required with respect to principal of and interest, premium and
Liquidated Damages on, all Global Notes and all other Notes the Holders of which
own at least $1.0 million in aggregate principal amount of Notes and shall have
provided wire transfer instructions prior to the



                                      A-2
<PAGE>   131

record date to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

         3. Paying Agent and Registrar. Initially, U.S. Trust Company of Texas,
N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

         4. Indenture. The Company issued the Notes under an Indenture
dated as of March 13, 2001 (as such may be amended or supplemented from time to
time, the "INDENTURE") among the Company, the Guarantors and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code Sections 77aaa-77bbbb) (the "TIA"). The Notes are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company limited to $300.0 million
in aggregate principal amount. The Company issued $200.0 million in aggregate
principal amount of Initial notes on March 13, 2001, and is permitted to issue
up to $100.0 million in aggregate principal amount of Additional Notes under the
Indenture.

         The Indenture imposes certain limitations on incurrences of
Indebtedness by the Company and its Subsidiaries, Restricted Payments and
certain other types of transactions, all of which covenants are subject to
exceptions as set forth in the Indenture.

         5. Optional Redemption.

         (a) On or after April 1, 2005, The Company may redeem all or a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:

<TABLE>
<CAPTION>
         YEAR                                                                    PERCENTAGE
         ----                                                                    ----------
<S>                                                                              <C>
         2005.................................................................... 104.250%
         2006.................................................................... 102.125%
         2007.................................................................... 100.000%
</TABLE>

         (b) In addition to the foregoing, at any time prior to April 1, 2004,
the Company may on any one or more occasions redeem up to 35% of the aggregate



                                      A-3
<PAGE>   132

principal amount of Notes issued under the Indenture at a redemption price of
108.500% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages thereon, if any, with the net cash proceeds of one or more
Equity Offerings; provided that: (A) at least 65% of the aggregate principal
amount of Notes issued under the Indenture (including the principal amount of
any Additional Notes) remains outstanding immediately after the occurrence of
any such redemption (excluding Notes held by the Company and its Subsidiaries);
and (B) the redemption must occur within 90 days of the date of the closing of
such Equity Offering.

         (c) In addition to the foregoing, in whole at any time or in part from
time to time, the Company may redeem the Notes at a redemption price equal to
the greater of (A) 100% of the principal amount of the Notes to be redeemed or
(B) the sum of the present values of the Remaining Scheduled Payments
discounted, on a semiannual basis (assuming a 360-day year consisting of twelve
30 day months), at the Treasury Rate plus 50 basis points, plus, in the case of
each of clause (A) and (B), accrued and unpaid interest and Liquidated Damages
thereon, if any, to the redemption date.

         (d) Any redemption pursuant to this provision shall be made pursuant to
the provisions of Section 3.01 through 3.06 of the Indenture.

         6. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.

         7. Mandatory Redemption. The Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.

         8. Repurchase at Option of Holder.

         (a) If there is a Change of Control, the Company shall be required to
make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "CHANGE OF CONTROL PAYMENT"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and offering
to repurchase the Notes on the Change of Control Payment Date and setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.



                                      A-4
<PAGE>   133

         (b) If the Company or a Subsidiary consummates any Asset Sales, when
the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall
commence an offer to all Holders of Notes and all holders of other Indebtedness
that is pari passu with the Notes (an "ASSET SALE OFFER") pursuant to Sections
3.09 and 4.10 of the Indenture to purchase the maximum principal amount of Notes
and such other pari passu Indebtedness that may be purchased out of the Excess
Proceeds at an offer price in an amount equal to 100% of the principal amount
thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any,
to the date fixed for the closing of such offer, and will be payable in cash in
accordance with the procedures set forth in the Indenture. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and such other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness
to be purchased on a pro rata basis based on the principal amount of Notes and
such other pari passu Indebtedness tendered. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

         9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note selected for redemption in whole or in part, except for the
unredeemed portion of any Note being redeemed in part. Also, the Company need
not exchange or register the transfer of any Notes for a period beginning at the
opening of business 15 days before any selection of notes for redemption under
the Indenture and ending at the close of business on the day of selection or
during the period between a record date and the next succeeding Interest Payment
Date.

         10. Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes under the Indenture.

         11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes (including Additional Notes, if any) voting
as a single class, and any existing default or compliance with any provision of
the Indenture, the Subsidiary Guarantees or the Notes may be waived with the
consent of the Holders of a majority in



                                      A-5
<PAGE>   134

principal amount of the then outstanding Notes (including Additional Notes, if
any) voting as a single class. Without the consent of any Holder of a Note, the
Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented
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 Subsidiary Guarantor's obligations to Holders of
the Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA, to provide for the
issuance of Additional Notes in accordance with the limitations set forth in the
Indenture or to allow any Guarantor to execute a supplemental indenture to the
Indenture and/or a Subsidiary Guarantee with respect to the Notes.

         12. Defaults and Remedies.

         (a) Events of Default under the Indenture include: (i) default for 30
days in the payment when due of interest on, or Liquidated Damages with respect
to, the Notes; (ii) default in payment when due of the principal of, or premium,
if any, on the Notes; (iii) failure by the Company or any of its Restricted
Subsidiaries to comply with the provisions of Sections 4.10 and 5.01 of the
Indenture; (iv) failure by the Company or any of its Subsidiaries to comply with
any of the other covenants in the Indenture for a period of 45 days after
written notice by the Trustee or by the Holders of at least 25% in principal
amount of Notes then outstanding; (v) default under any mortgage, indenture or
instrument under which there is issued and outstanding any Indebtedness for
money borrowed by the Company or any of its Restricted Subsidiaries (or
Indebtedness of an Unrestricted Subsidiary that is Guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now
exists, or is created after the Issue Date, if that default (A) is caused by a
failure to pay principal at the final stated maturity of such Indebtedness (a
"PAYMENT DEFAULT") or (B) results in the acceleration of such Indebtedness prior
to its stated maturity, but only if the principal amount of any such
Indebtedness, together with the principal amount of any other Indebtedness under
which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $10.0 million or more; (vi) failure by the Company or
any of its Subsidiaries to pay final judgments aggregating in excess of $10.0
million, or any judgments aggregating in excess of $20.0 million for the last
event listed on Schedule 4.01(f) to the Credit Agreement, as in effect on the
Issue Date (net of amounts covered by insurance or indemnity arrangements
provided by a reputable and creditworthy insurance company or other Person),
which judgments are not paid, discharged or stayed for a period of 60
consecutive days after the judgments become final and non-appealable; (vii) any
Subsidiary Guarantee by a Guarantor that is a Material Subsidiary or Restricted
Subsidiaries that if taken together would constitute a Material Subsidiary, (x)
shall be held in any judicial proceeding to be unenforceable or invalid, or (y)
shall cease for any



                                      A-6
<PAGE>   135

other reason, other than in accordance with its terms, to be in full force and
effect, and for purposes of this clause (y) only, and such failure shall
continue for a period of three days after written notice by the Trustee or
Holders of at least 25% in principal amount of the Notes then outstanding to
such Guarantor, or (z) any Guarantor that is a Significant Subsidiary, or any
Person acting on behalf of any Guarantor that is a Significant Subsidiary, shall
deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries.

         (b) If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the Notes then outstanding
may declare all the Notes to be due and payable, including in each case accrued
and unpaid interest thereon, by notice in writing to the Company and the Trustee
specifying the respective Event of Default and that such notice is an
Acceleration Notice, and the same (i) shall become immediately due and payable
or (ii) if there are any amounts outstanding under the Credit Agreement, shall
become immediately due and payable upon the first to occur of (x) an
acceleration under the Credit Agreement or (y) five Business Days after receipt
by the Company and the Representative under the Credit Agreement of such
Acceleration Notice, but only if such Event of Default is then continuing.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company, any
Material Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Material Subsidiary, all outstanding Notes shall
become due and payable without further action or notice. Holders may not enforce
the Indenture or the Notes except as provided in the Indenture. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal of, premium, if any, or interest or Liquidated Damages)
if it determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture,
except a continuing Default or Event of Default in the payment of principal of,
premium and Liquidated Damages, if any, or interest on, the Notes. The Company
shall deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company, upon becoming aware of any Default or Event of
Default, deliver to the Trustee a statement specifying such Default or Event of
Default.

         13. Subsidiary Guarantees. The payment of principal of, premium, and
interest and Liquidated Damages, if any, on the Notes are unconditionally
guaranteed, jointly and severally, on a senior basis by the Guarantors. The
Indenture does not require



                                      A-7
<PAGE>   136

all Subsidiaries of the Company to be Guarantors, and provides for the release
of certain Guarantors under certain circumstances.

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

         15. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Notes, any Subsidiary Guarantee or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

         17. Authentication. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

         18. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entirety), 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).

         19. Additional Rights of Holders. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of the Initial Notes shall have
all the rights set forth in the Registration Rights Agreement between the
Company and the other parties thereto, and Holders of Additional Notes, if any,
shall have the rights set forth in one or more registration rights agreements,
if any, that may be entered into between the Company and the other parties
thereto, relating to rights given by the Company for the benefit of Holders of
such Additional Notes.

         20. 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 provided that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption and that reliance may be placed only on the other identification
numbers placed thereon, and any such redemption shall not be affected by any
defect in or the omission of such numbers.



                                      A-8
<PAGE>   137

         The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                  AdvancePCS
                  5215 North O'Connor Boulevard
                  Suite 1600
                  Irving, Texas  75039
                  Telecopier No.:  (972) 830-6008
                  Attention:  Chief Financial Officer

         21. Governing Law. The Indenture, the Notes and the Subsidiary
Guarantees shall be governed by, and construed in accordance with, the laws of
the state of New York.



                                      A-9
<PAGE>   138

                                 Assignment Form

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to


                  (Insert assignee's soc. sec. or tax I.D. no.)




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

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


Tax Identification No:

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


Signature:
          ------------------------------------
(Sign exactly as your name appears on the Note)



SIGNATURE GUARANTEE:

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


Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




                                      A-10
<PAGE>   139

                       Option of Holder to Elect Purchase

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

         Section 4.10      [ ]               Section 4.14      [ ]

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________

Date:


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

Tax Identification No:


SIGNATURE GUARANTEE:

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

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                        By:

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




                                      A-11
<PAGE>   140

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:


<TABLE>
<CAPTION>
                      Amount of                            Principal Amount
                    decrease in      Amount of increase     of this Global
                  Principal Amount      in Principal        Note following       Signature of authorized
   Date of         of this Global      Amount of this       such decrease        signatory of Trustee or
   Exchange             Note             Global Note        (or increase)             Note Custodian
   --------       ----------------   ------------------    ----------------      -----------------------
<S>              <C>                 <C>                   <C>                  <C>

</TABLE>




                                      A-12
<PAGE>   141

                                    EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

AdvancePCS
5215 North O'Connor Boulevard
Suite 1600
Irving, Texas  75039
Attention:  Chief Financial Officer
Telecopier No.:  (469) 420-6008

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas, 75201
Telecopier No.:  (214) 754-1303
Attention:  Corporate Trust

Re:      8 1/2% Senior Notes due 2008

         CUSIP:___________

         Reference is hereby made to the Indenture, dated as of March 13, 2001
(as such may be amended or supplemented from time to time, the "INDENTURE"),
among AdvancePCS, as issuer (the "COMPANY"), the Guarantors and U.S. Trust
Company of Texas, N.A., as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

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

[CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE 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 Definitive Note is being transferred to a Person
that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment



                                      B-1
<PAGE>   142

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 securities
laws of any state of the United States and other jurisdictions. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.

                  The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a
person in the United States and (x) at the time the buy order was originated,
the Transferee was outside the United States or such Transferor and any Person
acting on its 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 the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser) and the interest transferred will be held immediately hereafter
through Euroclear or Clearstream. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive 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
Definitive Note and in the Indenture and the Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE
PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S.

                  The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):



                                      B-2
<PAGE>   143

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

                  or

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

                  or

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

                  or

                  (d) [ ] such Transfer is being effected to an Institutional
         Accredited Investor and pursuant to an exemption from the registration
         requirements of the Securities Act other than Rule 144A, Rule 144 or
         Rule 904, and the Transferor hereby further certifies that it has not
         engaged in any general solicitation within the meaning of Regulation D
         under the Securities Act and the Transfer complies with the transfer
         restrictions applicable to beneficial interests in a Restricted Global
         Note or Restricted Definitive 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) if such Transfer is in respect of a principal amount
         of Notes at the time of transfer of less than $250,000, an Opinion of
         Counsel provided by the Transferor or the Transferee (a copy of which
         the Transferor has attached to this certification), to the effect that
         such Transfer is in compliance with the Securities Act. Upon
         consummation of the proposed transfer in accordance with the terms of
         the Indenture, the transferred beneficial interest or Definitive Note
         will be subject to the restrictions on transfer enumerated in the
         Private Placement Legend printed on the Global Notes and/or the
         Definitive 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 DEFINITIVE NOTE.

                  (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144.

                  (i) The Transfer is being effected pursuant to and in
         accordance with Rule 144 under the Securities Act and in compliance
         with the transfer restrictions contained in the Indenture and any
         applicable blue sky securities laws of any state



                                      B-3
<PAGE>   144

         of the United States and (ii) the restrictions on transfer contained in
         the Indenture and the Private Placement Legend are not required in
         order to maintain compliance with the Securities Act. Upon consummation
         of the proposed Transfer in accordance with the terms of the Indenture,
         the transferred beneficial interest or Definitive Note will no longer
         be subject to the restrictions on transfer enumerated in the Private
         Placement Legend printed on the Restricted Global Notes, on Restricted
         Definitive Notes and in the Indenture.

                  (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S.

                  (i) The Transfer is being effected pursuant to and in
         accordance with Rule 903 or Rule 904 under the Securities Act and in
         compliance with the transfer restrictions contained in the Indenture
         and any applicable blue sky securities laws of any state of the United
         States and (ii) the restrictions on transfer contained in the Indenture
         and the Private Placement Legend are not required in order to maintain
         compliance with the Securities Act. Upon consummation of the proposed
         Transfer in accordance with the terms of the Indenture, the transferred
         beneficial interest or Definitive 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 Definitive Notes
         and in the Indenture.

                  (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION.

                  (i) The Transfer is being effected pursuant to and in
         compliance with an exemption from the registration requirements of the
         Securities Act other than Rule 144, Rule 903 or Rule 904 and in
         compliance with the transfer restrictions contained in the Indenture
         and any applicable blue sky securities laws of any State of the United
         States and (ii) the restrictions on transfer contained in the Indenture
         and the Private Placement Legend are not required in order to maintain
         compliance with the Securities Act. Upon consummation of the proposed
         Transfer in accordance with the terms of the Indenture, the transferred
         beneficial interest or Definitive Note will not be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the Restricted Global Notes or Restricted Definitive Notes
         and in the Indenture.

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

Dated:               ,  20
       --------------     --





                                      B-4
<PAGE>   145

                                             [Insert Name of Transferor]

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



                                      B-5
<PAGE>   146

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

         (a)      [ ]      a beneficial interest in the:

                  (i)      [ ]      144A Global Note (CUSIP _______), or

                  (ii)     [ ]      Regulation S Global Note (CUSIP _______), or

         (b)      [ ]      a Restricted Definitive Note.

2.       [ ]      After the Transfer the Transferee will hold:

         [CHECK ONE]

         (a)      [ ]      a beneficial interest in the:

                  (i)      [ ]      144A Global Note (CUSIP _______), or

                  (ii)     [ ]      Regulation S Global Note (CUSIP _______), or

                  (iv)     [ ]      Unrestricted Global Note (CUSIP _______); or

         (b)      [ ]      a Restricted Definitive Note; or

         (c)      [ ]      an Unrestricted Definitive Note,

         in accordance with the terms of the Indenture.



                                      B-6
<PAGE>   147

                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

AdvancePCS
5215 North O'Connor Boulevard
Suite 1600
Irving, Texas 75030
Attention: General Counsel
Telecopier No.: (972) 830-6008

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas, 75201
Telecopier No.: (214) 754-1303
Attention: Corporate Trust

Re:      Senior Notes due 2008
         (CUSIP ______________)

         Reference is hereby made to the Indenture, dated as of March 13, 2001
(as such may be amended or supplemented from time to time, the "Indenture"),
among AdvancePCS, as issuer (the "Company"), the Guarantors and U.S. Trust
Company of Texas, N.A., 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 interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

         1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
         NOTE.

                  In connection with the Exchange of the Owner's beneficial
         interest in a Restricted Global Note for a beneficial interest in an
         Unrestricted Global Note in an equal principal amount, the Owner hereby
         certifies (i) the beneficial interest is being acquired for the Owner's
         own account without transfer, (ii) such Exchange has been effected in
         compliance with the transfer restrictions applicable to the Global
         Notes and pursuant to and in accordance with the United States
         Securities



                                      C-1
<PAGE>   148

         Act of 1933, as amended (the "Securities Act"), (iii) the restrictions
         on transfer contained in the Indenture and the Private Placement Legend
         are not required in order to maintain compliance with the Securities
         Act and (iv) the beneficial interest in an Unrestricted Global Note is
         being acquired in compliance with any applicable blue sky securities
         laws of any state of the United States.

                  (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE.

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

                  (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.

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

                  (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO UNRESTRICTED DEFINITIVE NOTE.

                  In connection with the Owner's Exchange of a Restricted
         Definitive Note for an Unrestricted Definitive Note, the Owner hereby
         certifies (i) the Unrestricted Definitive Note is being acquired for
         the Owner's own account without transfer, (ii) such Exchange has been
         effected in compliance with the transfer restrictions applicable to
         Restricted Definitive Notes and pursuant to and in accordance with the
         Securities Act, (iii) the restrictions on transfer contained in



                                      C-2
<PAGE>   149

         the Indenture and the Private Placement Legend are not required in
         order to maintain compliance with the Securities Act and (iv) the
         Unrestricted Definitive Note is being acquired in compliance with any
         applicable blue sky securities laws of any state of the United States.

         2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
         RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE.

                  In connection with the Exchange of the Owner's beneficial
         interest in a Restricted Global Note for a Restricted Definitive Note
         with an equal principal amount, the Owner hereby certifies that the
         Restricted Definitive Note is being acquired for the Owner's own
         account without transfer. Upon consummation of the proposed Exchange in
         accordance with the terms of the Indenture, the Restricted Definitive
         Note issued will continue to be subject to the restrictions on transfer
         enumerated in the Private Placement Legend printed on the Restricted
         Definitive Note and in the Indenture and the Securities Act.

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
         TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE.

                  In connection with the Exchange of the Owner's Restricted
         Definitive Note for a beneficial interest in the [CHECK ONE]

                      [ ] 144A Global Note,

                      [ ] Regulation S Global Note

         with an equal principal amount, the Owner hereby certifies (i) the
         beneficial interest is being acquired for the Owner's own account
         without transfer and (ii) such Exchange has been effected in compliance
         with the transfer restrictions applicable to the Restricted Global
         Notes and pursuant to and in accordance with the Securities Act, and in
         compliance with any applicable blue sky securities laws of any state of
         the United States. Upon consummation of the proposed Exchange in
         accordance with the terms of the Indenture, the beneficial interest
         issued will be subject to the restrictions on transfer enumerated in
         the Private Placement Legend printed on the relevant Restricted Global
         Note and in the Indenture and the Securities Act.



                                      C-3
<PAGE>   150

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



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

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


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




                                      C-4
<PAGE>   151

                                    EXHIBIT D
                       FORM OF CERTIFICATE FROM ACQUIRING
                        INSTITUTIONAL ACCREDITED INVESTOR

AdvancePCS
5215 North O'Connor Boulevard
Suite 1600
Irving, Texas 75030
Attention: General Counsel
Telecopier No.: (972) 830-6008

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas, 75201
Telecopier No.: (214) 754-1303
Attention: Corporate Trust

Re:      Senior Notes due 2008

         Reference is hereby made to the Indenture, dated as of March 13, 2001
(as such may be amended or supplemented from time to time, the "Indenture"),
among AdvancePCS, as issuer (the "Company"), the Guarantors and U.S. Trust
Company of Texas, N.A., 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 Definitive 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
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in



                                      D-1
<PAGE>   152

the form of this letter and, if such transfer is in respect of a principal
amount of Notes, at the time of transfer of less than $250,000, an Opinion of
Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) 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 Definitive 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), (2), (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, 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 interested 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 NOTATION OF SUBSIDIARY GUARANTEE ON NOTE

         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 prompt payment in full of the principal of and interest on the Notes
and the performance of all other obligations of the Company under the Indenture.

         Each Guarantor's liability under its Subsidiary Guarantee is limited as
set forth in Section 11.02 of the Indenture. Guarantors may be released from the
Subsidiary Guarantee as provided in Article 11 and Section 4.16 of the
Indenture.

         The provisions of Article 11 of the Indenture are incorporated herein
by reference. Capitalized terms used herein have the same meanings given to such
terms in the Indenture.


Date:                    , 2001         AdvancePCS, L.P.

                                            By AdvancePCS, its General Partner


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



Date:                    , 2001         AdvancePCS Research, L.L.C.


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



Date:                    , 2001         ADVP Consolidation, L.L.C.


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




                                      E-1
<PAGE>   154

Date:                    , 2001         AdvanceRx.com, L.P.

                                            By AdvancePCS, its General Partner


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




Date:                    , 2001         ADVP Management, L.P.

                                            By AdvancePCS, its General Partner


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




Date:                    , 2001         Ambulatory Care Review Services, Inc.


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




Date:                    , 2001         Baumel-Eisner Neuromedical
                                          Institute, Inc.


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




                                       E-2
<PAGE>   155

Date:                    , 2001         Clinical Pharmaceuticals, Inc.


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




Date:                    , 2001         FFI Rx Managed Care, Inc.


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




Date:                    , 2001         First Florida International Holdings,
                                          Inc.


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




Date:                    , 2001         First Florida Managed Care, Inc.


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




                                      E-3
<PAGE>   156

Date:                    , 2001         Foundation Health Pharmaceutical
                                          Services, Inc.


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




Date:                    , 2001         HMN Health Services, Inc.


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




Date:                    , 2001         Innovative Medical Research, Inc.


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




Date:                    , 2001         Innovative Pharmaceutical Strategies,
                                          Inc.


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




                                      E-4
<PAGE>   157

Date:                    , 2001         Mature Rx Plus of Nevada, Inc.


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




Date:                    , 2001         PCS Health Systems, Inc.


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




Date:                    , 2001         PCS Holding Corporation


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




Date:                    , 2001         PCS Mail Services, Inc.


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




                                      E-5
<PAGE>   158

Date:                    , 2001         PCS Mail Services of Birmingham, Inc.


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




Date:                    , 2001         PCS Mail Services of Ft. Worth, Inc.


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




Date:                    , 2001         PCS Mail Services of Scottsdale, Inc.


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




Date:                    , 2001         PCS Services, Inc.


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




                                      E-6
<PAGE>   159

Date:                    , 2001         Phoenix Communications International,
                                          Inc.


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




                                      E-7
<PAGE>   160

                                    EXHIBIT F
                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE") dated as of
____________________, by and between _____________________ (the "GUARANTEEING
SUBSIDIARY"), a ____________________ formed under the laws of _______________
and a subsidiary of AdvancePCS (the "COMPANY"), and U.S. Trust Company of Texas,
N.A., as trustee under the indenture referred to below (the "TRUSTEE").

                                   WITNESSETH

         WHEREAS, the Company, the Trustee and certain Guarantors are parties to
an indenture (as amended and supplemented from time to time, the "INDENTURE"),
dated as of March 13, 2001 providing for the issuance of an aggregate principal
amount of up to $300,000,000 of 8 1/2% Senior Notes due 2008 (the "NOTES");

         WHEREAS, the Indenture provides that under certain circumstances a
Subsidiary of the Company shall execute and deliver to the Trustee a
supplemental indenture pursuant to which such Subsidiary shall unconditionally
Guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "SUBSIDIARY GUARANTEE"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

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

         1. Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. Agreement to Guarantee. Subject to the terms and conditions of the
Indenture, the Guaranteeing Subsidiary hereby, jointly and severally with all
other Guarantors, unconditionally Guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the Indenture,
the Notes or the Obligations of the Company thereunder, that:

                  (i) the principal of and interest on the Notes will be
         promptly paid in full when due, whether at maturity, by acceleration,
         redemption or otherwise, and interest on the overdue principal of and
         interest on the Notes, if any, if lawful, and



                                      F-1
<PAGE>   161

         all other Obligations of the Company to the Holders or the Trustee
         thereunder will be promptly paid in full or performed, all in
         accordance with the terms hereof and thereof; and

                  (ii) in case of any extension of time of payment or renewal of
         any Notes or any of such other Obligations, that same will be promptly
         paid in full when due or performed in accordance with the terms of the
         extension or renewal, whether at stated maturity, by acceleration or
         otherwise.

         3 Execution and Delivery. The Guaranteeing Subsidiary agrees that the
Subsidiary Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

         4. Releases. Guarantors may be released from their obligations under
the Indenture pursuant to Sections 4.16 and 11.04 of the Indenture.

         5. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         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 affect the construction hereof.

         8. The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.



                                      F-2
<PAGE>   162

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



                                        [Guaranteeing Subsidiary]


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




                                        U.S. Trust Company of Texas, N.A.
                                            as Trustee


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




                                      F-3