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                                    INDENTURE

                                      Among

                         GENESIS HEALTH VENTURES, INC.,

                          THE GUARANTORS PARTIES HERETO

                                       and

                        THE BANK OF NEW YORK, as Trustee

                        6.875% SENIOR SUBORDINATED NOTES

                                    DUE 2013

                          Dated as of November 4, 2003

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                             CROSS-REFERENCE TABLE*

        Trust Indenture                                   Indenture Section
        Act Section
        310(a)(1).......................................            7.10
             (a)(2).....................................            7.10
             (a)(3).....................................            N.A.
             (a)(4).....................................            N.A.
             (a)(5).....................................            7.10
             (b)........................................            7.10
             (c)........................................            N.A.
        311(a)..........................................            7.11
             (b)........................................            7.11
             (c)........................................            N.A.
        312(a)..........................................            2.05
             (b)........................................           13.03
             (c)........................................           13.03
        313(a)..........................................            7.06
             (b)(1).....................................            N.A.
             (b)(2).....................................         7.06; 7.07
             (c)........................................        7.06; 13.02
             (d)........................................            7.06
        314(a)..........................................     4.03; 13.02; 13.05
             (b)........................................            N.A.
             (c)(1).....................................           13.04
             (c)(2).....................................           13.04
             (c)(3).....................................            N.A.
             (d.........................................            N.A.
             (e)........................................           13.05
             (f)........................................            N.A.
        315(a)..........................................            7.01
             (b)........................................        7.05; 13.02
             (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)........................................           13.01

N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.


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                                TABLE OF CONTENTS
                                                                            Page

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01     Definitions...................................................1
Section 1.02     Other Definitions............................................21
Section 1.03     Incorporation by Reference of Trust Indenture Act............21
Section 1.04     Rules of Construction........................................22

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01     Form and Dating..............................................22
Section 2.02     Execution and Authentication.................................23
Section 2.03     Registrar and Paying Agent...................................24
Section 2.04     Paying Agent to Hold Money in Trust..........................24
Section 2.05     Holder Lists.................................................25
Section 2.06     Transfer and Exchange........................................25
Section 2.07     Replacement Notes............................................37
Section 2.08     Outstanding Notes............................................37
Section 2.09     Treasury Notes...............................................38
Section 2.10     Temporary Notes..............................................38
Section 2.11     Cancellation.................................................38
Section 2.12     Defaulted Interest...........................................38

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01     Notices to Trustee...........................................39
Section 3.02     Selection of Notes to Be Redeemed or Purchased...............39
Section 3.03     Notice of Redemption.........................................40
Section 3.04     Effect of Notice of Redemption...............................40
Section 3.05     Deposit of Redemption or Purchase Price......................41
Section 3.06     Notes Redeemed or Purchased in Part..........................41
Section 3.07     Optional Redemption..........................................41
Section 3.08     Mandatory Redemption.........................................42
Section 3.09     Special Redemption...........................................42
Section 3.10     Offer to Purchase by Application of Excess Proceeds..........42

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01     Payment of Notes.............................................44
Section 4.02     Maintenance of Office or Agency..............................44
Section 4.03     Reports......................................................45
Section 4.04     Compliance Certificate.......................................45
Section 4.05     Taxes........................................................46
Section 4.06     Stay, Extension and Usury Laws...............................46
Section 4.07     Restricted Payments..........................................46
Section 4.08     Dividend and Other Payment Restrictions Affecting
                    Restricted Subsidiaries...................................49

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Section 4.09     Incurrence of Indebtedness and Issuance of
                    Preferred Stock..........................................51
Section 4.10     Asset Sales.................................................53
Section 4.11     Transactions with Affiliates................................55
Section 4.12     Liens.......................................................56
Section 4.13     Business Activities.........................................59
Section 4.14     Corporate Existence.........................................59
Section 4.15     Offer to Repurchase Upon a Change of Control................59
Section 4.16     Payments for Consent........................................61
Section 4.17     Additional Subsidiary Guarantees............................61
Section 4.18     Designation of Restricted and Unrestricted Subsidiaries.....61
Section 4.19     No Senior Subordinated Debt.................................61
Section 4.20     Consummation of Spin-off....................................62
Section 4.21     Limitation on Activities of the Company.....................62
Section 4.22     Spin-off....................................................62

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01     Merger, Consolidation or Sale of Assets......................62
Section 5.02     Successor Corporation Substituted............................63

                                 ARTICLE 6.
                            DEFAULTS AND REMEDIES

Section 6.01     Events of Default............................................63
Section 6.02     Acceleration.................................................65
Section 6.03     Other Remedies...............................................66
Section 6.04     Waiver of Past Defaults......................................66
Section 6.05     Control by Majority..........................................66
Section 6.06     Limitation on Suits..........................................66
Section 6.07     Rights of Holders of Notes to Receive Payment................67
Section 6.08     Collection Suit by Trustee...................................67
Section 6.09     Trustee May File Proofs of Claim.............................67
Section 6.10     Priorities...................................................67
Section 6.11     Undertaking for Costs........................................68
Section 6.12     Restoration of Rights and Remedies...........................68

                                 ARTICLE 7.
                                 TRUSTEE

Section 7.01     Duties of Trustee............................................68
Section 7.02     Rights of Trustee............................................69
Section 7.03     Individual Rights of Trustee.................................71
Section 7.04     Trustee's Disclaimer.........................................71
Section 7.05     Notice of Defaults...........................................71
Section 7.06     Reports by Trustee to Holders of the Notes...................71
Section 7.07     Compensation and Indemnity...................................71
Section 7.08     Replacement of Trustee.......................................72
Section 7.09     Successor Trustee by Merger, etc.............................73
Section 7.10     Eligibility; Disqualification................................73
Section 7.11     Preferential Collection of Claims Against Company............73

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                                 ARTICLE 8.
                  LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01     Option to Effect Legal Defeasance or Covenant Defeasance.....74
Section 8.02     Legal Defeasance and Discharge...............................74
Section 8.03     Covenant Defeasance..........................................74
Section 8.04     Conditions to Legal or Covenant Defeasance...................75
Section 8.05     Deposited Money and Government Securities to be Held in
                    Trust; Other Miscellaneous Provisions.....................76
Section 8.06     Repayment to Company.........................................76
Section 8.07     Reinstatement................................................77

                                 ARTICLE 9.
                      AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01     Without Consent of Holders of Notes..........................77
Section 9.02     With Consent of Holders of Notes.............................78
Section 9.03     Compliance with Trust Indenture Act..........................79
Section 9.04     Revocation and Effect of Consents............................79
Section 9.05     Notation on or Exchange of Notes.............................79
Section 9.06     Trustee to Sign Amendments, etc..............................80

                                   ARTICLE 10.
                                   GUARANTEES

Section 10.01    Guarantee....................................................80
Section 10.02    Limitation on Guarantor Liability............................81
Section 10.03    Execution and Delivery of the Guarantee......................81
Section 10.04    Guarantors May Consolidate, etc., on Certain Terms...........82
Section 10.05    Release of Subsidiary Guarantors from Obligations............82

                                   ARTICLE 11.
                                  SUBORDINATION

Section 11.01    Agreement to Subordinate.....................................83
Section 11.02    Liquidation; Dissolution; Bankruptcy.........................83
Section 11.03    Default on Designated Senior Debt............................84
Section 11.04    Acceleration of Notes........................................84
Section 11.05    When Distribution Must Be Paid Over..........................84
Section 11.06    Notice by Company............................................85
Section 11.07    Subrogation..................................................85
Section 11.08    Relative Rights..............................................85
Section 11.09    Subordination May Not Be Impaired by Company.................86
Section 11.10    Distribution or Notice to Representative.....................86
Section 11.11    Rights of Trustee and Paying Agent...........................86
Section 11.12    Authorization to Effect Subordination........................87
Section 11.13    Amendments...................................................87

                                 ARTICLE 12.
                         Satisfaction and Discharge

Section 12.01    Satisfaction and Discharge...................................87
Section 12.02    Application of Trust Money...................................88


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                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01    Trust Indenture Act Controls.................................88
Section 13.02    Notices......................................................88
Section 13.03    Communication by Holders of Notes with Other Holders
                    of Notes..................................................89
Section 13.04    Certificate and Opinion as to Conditions Precedent...........89
Section 13.05    Statements Required in Certificate or Opinion................90
Section 13.06    Rules by Trustee and Agents..................................90
Section 13.07    No Personal Liability of Directors, Officers, Employees
                    and Stockholders..........................................90
Section 13.08    Governing Law................................................90
Section 13.09    Submission to Jurisdiction and Waiver of Jury Trial..........91
Section 13.10    No Adverse Interpretation of Other Agreements................91
Section 13.11    Successors...................................................91
Section 13.12    Severability.................................................91
Section 13.13    Counterpart Originals........................................91
Section 13.14    Table of Contents, Headings, etc.............................91
Section 13.15    Acts of Holders..............................................91

                                    EXHIBITS

Exhibit A        FORM OF NOTE
Exhibit B        FORM OF CERTIFICATE OF TRANSFER
Exhibit C        FORM OF CERTIFICATE OF EXCHANGE
Exhibit D        FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                 ACCREDITED INVESTOR
Exhibit E        FORM OF SUBSIDIARY GUARANTEE
Exhibit F        FORM OF SUPPLEMENTAL INDENTURE


                                       iv

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         INDENTURE, dated as of November 4, 2003, among Genesis Health Ventures,
Inc., a Pennsylvania corporation, having its principal office at 7 East Lee
Street, Baltimore, Maryland 21202 (the "Company"), the entities listed on the
signature pages hereto (the "Guarantors") and The Bank of New York, a New York
banking corporation, as Trustee (the "Trustee"), having its principal corporate
trust office at 101 Barclay Street, Floor 8 West, New York, New York 10286.

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined below) of (i) $250 million of the Company's 6.875% Senior Subordinated
Notes due 2013 (the "Initial Notes"), (ii) if and when issued, the Company's
additional 6.875% Senior Subordinated Notes due 2013 that may be offered from
time to time subsequent to the date hereof (the "Additional Notes") and (iii) if
and when issued in exchange for the Initial Notes or any Additional Notes as
provided for in the Registration Rights Agreement (as hereinafter defined), the
Company's 6.875% Senior Subordinated Notes due 2013 (the "Exchange Notes" and,
together with the Initial Notes and the Additional Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

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

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

            (1) Indebtedness of any other Person existing at the time such other
         Person is merged with or into or became a 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

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

         "Additional Interest" means all additional interest then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "Additional Notes" has the meaning assigned to it in the preamble to
this Indenture and are Notes (other than the Initial Notes) issued under this
Indenture in accordance with Section 2.02 and in compliance with Section 4.09
hereof, as part of the same series as the Initial Notes.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings.


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<PAGE>


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

         "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:

            (1) the sale, lease, conveyance or other disposition of any assets
         or rights, other than sales of inventory in the ordinary course of
         business consistent with past practices; provided that the sale,
         conveyance or other disposition of all or substantially all of the
         assets of the Company and its Restricted Subsidiaries taken as a whole
         will be governed by Sections 4.15 and 5.01 hereof and not by the
         provisions of Section 4.10 hereof; and

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

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

            (1) any single transaction or series of related transactions that
         involves assets having a fair market value of less than $10.0 million;

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

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

            (4) a sale, lease, transfer, conveyance or other distribution
         effected in compliance with Section 5.01 hereof;

            (5) a Restricted Payment or Permitted Investment that is permitted
         by Section 4.07;

            (6) the Spin-off and all transactions that are necessary or are
         contemplated to be performed in connection therewith;

            (7) the sale or other disposition of cash or Cash Equivalents;

            (8) the sale, lease, conveyance or other disposition of any property
         or assets recorded on the balance sheet as of June 30, 2003 of the
         Company as being held for sale;

            (9) a Permitted Asset Swap;

            (10) the subletting of real property in the ordinary course of
         business;

            (11) the sale, lease or other disposition or replacement of (i)
         accounts receivable in the ordinary course of business, or (ii)
         equipment, inventory or property that has become obsolete, worn out,
         damaged or no longer useful in the conduct of the Company's business
         and that is disposed of in the ordinary course of business; and

            (12) any loans of equipment to customers of the Company or any
         Restricted Subsidiary in the ordinary course of business for use with
         the products or services of the Company or any Restricted Subsidiary.


                                       2
<PAGE>

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

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

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

         "Board of Directors" means:

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

            (2) with respect to a partnership, the board of directors of the
         general partner of the partnership; and

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

         "Board Resolution" means a resolution duly adopted by the Board of
Directors, a copy of which, certified by the Secretary or an Assistant Secretary
of the Company to be in full force and effect on the date of such certification,
shall have been delivered to the Trustee.

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

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

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

         "Capital Stock" means:

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

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

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

            (4) in the case of any other entity, 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:

            (1) United States dollars;

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

            (3) certificates of deposit and eurodollar time deposits with
         maturities of six months or less from the date of acquisition, bankers'
         acceptances with maturities not exceeding six months and overnight bank
         deposits, in each case, with any lender party to the Credit Agreement
         or with any domestic commercial bank having capital and surplus in
         excess of $500.0 million and a Thomson Bank Watch Rating of "B" or
         better;


                                       3
<PAGE>

            (4) repurchase obligations with a term of not more than seven days
         for underlying securities of the types described in clauses (2) and (3)
         above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

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

            (6) money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

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

            (1) 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" (as that term is used in Section
         13(d)(3) of the Exchange Act), other than the Spin-off, and other than
         any such transaction where the Voting Stock of the Company outstanding
         immediately prior to such transaction is converted into or exchanged
         for Voting Stock (other than Disqualified Stock) of the surviving or
         transferee Person constituting a majority of the outstanding shares of
         such Voting Stock of such surviving or transferee Person (immediately
         after giving effect to such issuance);

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

            (3) the consummation of any transaction (including, without
         limitation, any merger or consolidation) the result of which is that
         any "person" (as defined above), becomes the Beneficial Owner, directly
         or indirectly, of more than 35% of the Voting Stock of the Company,
         measured by voting power rather than number of shares;

            (4) the first day on which a majority of the members of the Board of
         Directors of the Company are not Continuing Directors; or


                                       4
<PAGE>

            (5) the Company consolidates with, or merges with or into, any
         Person, or any Person consolidates with, or merges with or into, the
         Company, in any such event pursuant to a transaction in which any of
         the outstanding Voting Stock of the Company or such other Person is
         converted into or exchanged for cash, securities or other property,
         other than the merger of GHC with and into the Company if the Spin-off
         does not occur by February 27, 2004, and other than any such
         transaction where the Voting Stock of the Company outstanding
         immediately prior to such transaction is converted into or exchanged
         for Voting Stock (other than Disqualified Stock) of the surviving or
         transferee Person constituting a majority of the outstanding shares of
         such Voting Stock of such surviving or transferee Person (immediately
         after giving effect to such issuance).

         "Clearstream" means Clearstream Banking, S.A.

         "Commission" means Securities and Exchange Commission.

         "Company" means Genesis Health Ventures, Inc., and any and all
successors thereto.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

            (1) any "non-recurring" charges that would be permitted under Item
         10 of Regulation S-K to be excluded from non-GAAP financial measures in
         any registration statement filed with the Commission; provided that
         such "non-recurring charges" are not included in the definition of
         "Consolidated Net Income"; plus

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

            (3) 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 obligations, the
         interest component of all payments associated with Capital Lease
         Obligations, imputed interest with respect to Attributable Debt,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net of the
         effect of all payments made or received pursuant to Hedging
         Obligations), to the extent that any such expense was deducted in
         computing such Consolidated Net Income; plus

            (4) 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
         (excluding any such non-cash expense to the extent that it represents
         an accrual of or reserve for cash expenses in any future period) of
         such Person and its Restricted Subsidiaries for such period to the
         extent that such depreciation, amortization and other non-cash expenses
         were deducted in computing such Consolidated Net Income; minus

            (5) 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.


                                       5
<PAGE>

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

            (1) 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 paid in cash to the specified Person or a
         Restricted Subsidiary of the Person;

            (2) 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 indirectly, by
         operation of the terms of its charter or any agreement, instrument,
         judgment, decree, order, statute, rule or governmental regulation
         applicable to that Restricted Subsidiary or its shareholders; and

            (3) the cumulative effect of a change in accounting principles shall
         be excluded.

         In addition, the Net Income, prior to the Spin-off, of GHC and the
         Subsidiaries of the Company that will be Subsidiaries of GHC after the
         Spin-off will be included in the Consolidated Net Income of the Company
         only to the extent of the amount of dividends or distributions paid in
         cash to the Company or a Restricted Subsidiary of the Company.

         "Consolidated Tangible Assets" means the total assets, less goodwill
and other intangibles, shown on the Company's most recent consolidated balance
sheet, determined on a consolidated basis in accordance with GAAP less all
write-ups (other than write-ups in connection with acquisitions) subsequent to
the date of this Indenture in the book value of any asset (except any such
intangible assets) owned by the Company or any of its Restricted Subsidiaries.

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

            (1) was a member of such Board of Directors the date of this
         Indenture; or

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

         "Corporate Trust Office of the Trustee" means the principal office of
the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 8 West, New York, New York 10286, Attention: Corporate Finance Unit, or
such other address as the Trustee may designate from time to time by notice to
the Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Holders and the Company).

         "Credit Facilities" means one or more debt facilities or agreements
(including, without limitation, the Company's Existing Credit Agreement) or
commercial paper facilities, in each case with banks or other institutional
lenders or investors 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, restructured or refinanced (including any agreement
to increase the amount of available borrowings thereunder, extend the maturity
thereof and add additional borrowers or guarantors) in whole or in part from
time to time under the same or any other agent, lender or group of lenders.


                                       6
<PAGE>

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

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

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

         "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 Non-Cash Consideration" means the fair market value of
total consideration received by the Company or any of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Non-Cash Consideration pursuant to an officer's certificate, setting
forth the basis of such valuation, executed by the principal executive officer
and principal financial officer, less the amount of cash or Cash Equivalents
received in connection with the Asset Sale; provided, however, the total amount
of Designated Non-Cash Consideration outstanding at one time does not exceed the
greater of $25.0 million and 2.5% of Consolidated Tangible Assets.

         "Designated Senior Debt" means (i) any Indebtedness outstanding under
the Company's Existing Credit Agreement and (ii) any other Senior Debt permitted
hereunder the principal amount of which is $50.0 million or more and that has
been designated by the Company as "Designated Senior Debt."

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock 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.

         "Escrow Agreement" means the Escrow and Security Agreement dated as of
November 4, 2003 by and between the Company and The Bank of New York, a New York
banking corporation, as securities intermediary and escrow agent, in favor of
the Holders of the Notes issued by the Company under this Indenture.


                                       7
<PAGE>

         "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 any public or private sale of Capital Stock
(other than Disqualified Stock) made for cash on a primary basis by the Company
after the date of this Indenture.

         "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

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

         "Exchange Notes" has the meaning assigned to it in the preamble to this
Indenture and are Notes issued in the Exchange Offer pursuant to Section 2.06(f)
hereof and having substantially identical terms as the Notes (except that the
Exchange Notes will not contain terms with respect to transfer restrictions)
pursuant to a registered Exchange Offer as provided in the Registration Rights
Agreement.

         "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 Credit Agreement" means that certain Credit, Security,
Guaranty and Pledge Agreement dated as of October 2, 2001, among the Company,
the guarantors referred to therein, the lenders referred to therein, First Union
Securities, Inc. as Co-Lead Arranger, Goldman Sachs Credit Partners L.P. as
Co-Lead Arranger and Syndication Agent, First Union National Bank as
Administrative Agent and Collateral Agent, General Electric Capital Corporation
as Collateral Monitoring Agent and Co-Documentation Agent and Citicorp USA, Inc.
as Co-Documentation Agent, in existence on the date of this Indenture, providing
for up to $365 million of term loan borrowings and $150 million of revolving
credit borrowings, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, restated, modified, renewed, refunded, replaced or
refinanced (in whole or in part) from time to time, whether or not with the same
lenders or agent.

         "Existing Indebtedness" means up to $296.7 million in aggregate
principal amount of Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Company's Existing Credit Agreement) in existence on the
date of this Indenture, until such amounts are repaid.

         "Existing Preferred Stock" means the Company's Series A Convertible
Preferred Stock.

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

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


                                       8
<PAGE>

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

            (3) 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 such Person or one of its Restricted
         Subsidiaries, whether or not such Guarantee or Lien is called upon, but
         only if the outstanding Indebtedness that is Guaranteed or secured by a
         Lien is in the aggregate greater than $15.0 million; plus

            (4) the product of (a) all dividends, whether paid or accrued and
         whether or not in cash, on any series of 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, times (b) a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local statutory tax rate of such Person, expressed as a
         decimal, in each case, on a consolidated basis and in accordance with
         GAAP.

         "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 will 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:

            (1) 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 (calculated in accordance with Regulation S-X) as if they had
         occurred on the first day of the four-quarter reference period and
         Consolidated Cash Flow for such reference period will be calculated
         without giving effect to clause (3) of the proviso set forth in the
         definition of Consolidated Net Income; and

            (2) 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, will be excluded;
         and

            (3) the Fixed Charges attributable to discontinued operations, as
         determined in accordance with GAAP, and operations or businesses
         disposed of prior to the Calculation Date, will be excluded.

         "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 date of this Indenture.


                                       9
<PAGE>

         "GHC" means Genesis HealthCare Corporation.

         "GHC Credit Agreement" means that certain Credit Agreement to be
entered into by and among GHC, the Guarantors party thereto and the lenders from
time to time party thereto, providing for a term loan and a revolving credit
facility, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, restated, modified, renewed, refunded, replaced or refinanced (in whole
or in part) from time to time, whether or not with the same lenders or agent.

         "GHC Notes" means the notes issued by GHC under an indenture among GHC,
the guarantors thereunder and The Bank of New York, as the trustee.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Sections 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

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

         "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.

         "Guarantors" means each of:

            (1) the Company's Restricted Subsidiaries that guarantee the
         Company's Existing Credit Agreement; and

            (2) any other Subsidiary that executes a Subsidiary Guarantee in
         accordance with the provisions of this Indenture; provided, however,
         that upon the release and discharge of any Person from its Subsidiary
         Guarantee in accordance with this Indenture, such Person shall cease to
         be a Guarantor,

and their respective successors and assigns.

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

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

            (2) other agreements or arrangements designed to protect such Person
         against fluctuations in interest rates.

                                       10
<PAGE>

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

         "IAI Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

            (1) in respect of borrowed money;

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

            (3) in respect of banker's acceptances;

            (4) representing Capital Lease Obligations;

            (5) representing the balance deferred and unpaid of the purchase
         price of any property, except any such balance that constitutes an
         accrued expense or trade payable; or

            (6) representing any Hedging Obligations,

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

         Notwithstanding anything in the foregoing to the contrary, Indebtedness
shall not include trade payables or accrued expenses for property or services
incurred in the ordinary course of business.

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

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

            (2) the principal amount of the Indebtedness, together with any
         interest on the Indebtedness that is more than 30 days past due, in the
         case of any other Indebtedness.

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

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


                                       11
<PAGE>

         "Initial Notes" means the first $250.0 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

         "Initial Purchasers" means Goldman, Sachs & Co., UBS Securities LLC,
Lehman Brothers Inc. and J.P. Morgan Securities 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 are not also QIBs.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Restricted Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such 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 Restricted Subsidiary not sold
or disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof; provided that the Company shall not have been deemed to
have made an Investment pursuant to the foregoing if the Company shall have
previously or concurrently therewith been deemed to have made an Investment in
connection with such Equity Interest. The acquisition by the Company or any
Restricted Subsidiary of the Company of a Person that holds an Investment in a
third Person shall be deemed to be an Investment by the Company or such
Restricted Subsidiary in such third Person in an amount equal to the fair market
value of the Investment held by the acquired Person in such third Person in an
amount determined as provided in the final paragraph of Section 4.07 hereof;
provided that the Company shall not have been deemed to have made an Investment
pursuant to the foregoing if the Company shall have previously or concurrently
therewith been deemed to have made an Investment in connection with such
acquisition.

         "Item 10 of Regulation S-K" means Item 10 of Regulation S-K as adopted
by the Commission and in effect on the date hereof.

         "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 in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "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:

            (1) any gain (but not loss), together with any related provision for
         taxes on such gain (but not 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;

                                       12
<PAGE>

            (2) any extraordinary gain, together with any related provision for
         taxes on such extraordinary gain; and

            (3) any non-cash, "non-recurring" charges that would be permitted
         under Item 10 of Regulation S-K to be excluded from non-GAAP financial
         measures in any registration statement filed with the Commission.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness, other than
Senior Debt, secured by a Lien on the asset or assets that were the subject of
such Asset Sale, all distributions and other payments required to be made to
non-majority interest holders in Subsidiaries or joint ventures as a result 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.

         "New Credit Agreement" means that certain Credit Agreement to be
entered into by and among the Company, the Guarantors party thereto and the
lenders from time to time party thereto, providing for a revolving credit
facility, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, restated, modified, renewed, refunded, replaced or refinanced (in whole
or in part) from time to time, whether or not with the same lenders or agent.

         "Non-recourse Debt" means Indebtedness:

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

            (2) no default with respect to which (including any rights that the
         holders thereof may have to take enforcement action against an
         Unrestricted Subsidiary) would permit upon notice, lapse of time or
         both any holder of any other Indebtedness (other than the Notes) of the
         Company or any of its Restricted Subsidiaries to declare a default on
         such other Indebtedness or cause the payment thereof to be accelerated
         or payable prior to its stated maturity; and

            (3) as to which the lenders have been notified in writing that they
         will not have any recourse to the stock or assets of the Company or any
         of its Restricted Subsidiaries.

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

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.


                                       13
<PAGE>

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

         "Offering Circular" means the offering circular of the Company dated
October 29, 2003 for the Notes.

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

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

         "Permitted Asset Swap" means sales, transfers or other dispositions of
assets, including all of the outstanding Capital Stock of a Restricted
Subsidiary, for consideration at least equal to the fair market value of the
assets sold or disposed of, but only if the consideration received consists of
Capital Stock of a Person that becomes a Restricted Subsidiary engaged in, or
property or assets (other than cash, except to the extent used as a bona fide
means of equalizing the value of the property or assets involved in the swap
transaction) of a nature or type or that are used in, a business having property
or assets of a nature or type, or engaged in a business similar or related to
the nature or type of the property and assets of, or business of, the Company
and the Restricted Subsidiaries existing on the date of such sale or other
disposition.

         "Permitted Business" means the lines of business conducted by the
Company and its Restricted Subsidiaries and Permitted Joint Ventures on the date
hereof and the businesses reasonably related thereto, including the lines of
business of GHC and its Restricted Subsidiaries and the business related thereto
if the Spin-off does not occur by February 27, 2004, and GHC merges with and
into the Company.

         "Permitted Investments" means:

            (1) any Investment in the Company or in a Restricted Subsidiary of
         the Company that is a Guarantor;

            (2) any Investment in Cash Equivalents;

            (3) 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
            and a Guarantor; 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 Subsidiary of the Company that
            is a Guarantor;


                                       14
<PAGE>

            (4) Investments existing on the date of this Indenture and any
         renewal or replacement thereof on terms and conditions not materially
         less favorable than that being renewed or replaced;

            (5) Investments of a Person or any of its Subsidiaries existing at
         the time such Person becomes a Restricted Subsidiary or at the time
         such Person merges or consolidates with the Company or any of its
         Restricted Subsidiaries, in either case, in compliance with this
         Indenture; provided that such Investments were not made by such Person
         in connection with, or in anticipation or contemplation of, such Person
         becoming a Restricted Subsidiary or such merger or consolidation;

            (6) Investments in purchase price adjustments, contingent purchase
         price payments or other earn-out obligations received in connection
         with Investments otherwise permitted under this Indenture;

            (7) 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 or any transaction not constituting
         an Asset Sale by reason of the $10.0 million threshold contained in the
         definition thereof;

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

            (9) any Investments received in compromise of obligations of such
         persons incurred in the ordinary course of trade creditors or customers
         that were incurred in the ordinary course of business, including
         pursuant to any plan of reorganization or similar arrangement upon the
         bankruptcy or insolvency of any trade creditor or customer;

            (10) Hedging Obligations;

            (11) Investments not to exceed $40.0 million at any one time
         outstanding in Permitted Joint Ventures;

            (12) Investments represented by accounts receivable created or
         acquired in the ordinary course of business; intercompany Indebtedness
         to the extent permitted by Section 4.09; Investments in prepaid
         expenses, negotiable instruments held for collection and lease, utility
         and workers' compensation, performance and other similar deposits made
         in the ordinary course of business and Investments to secure
         participation in government reimbursement programs; Investments by any
         qualified or nonqualified benefit plan established by the Company or
         its Restricted Subsidiaries made in accordance with the terms of such
         plan, or any Investments made by the Company or any Restricted
         Subsidiary in connection with the funding thereof; loans or advances to
         employees (other than executive officers to the extent not in
         compliance with Section 402 of the Sarbanes-Oxley Act of 2002) made in
         the ordinary course of business consistent with past practices of the
         Company or its Restricted Subsidiaries; and the extension of trade
         credit in the ordinary course of business;

                                       15
<PAGE>

            (13) Investments in any Subsidiary that constitutes a special
         purpose entity formed for the primary purpose of financing receivables
         or for the primary purpose of issuing trust preferred or similar
         securities in a transaction permitted by Section 4.09;

            (14) Guarantees of a Restricted Subsidiary of the Company given by
         the Company or another Restricted Subsidiary of the Company, in each
         case, in accordance with the terms of this Indenture; and

            (15) other Investments in any Person having an aggregate fair market
         value (measured on the date each such Investment was made and without
         giving effect to subsequent changes in value), when taken together with
         all other Investments made pursuant to this clause (15) that are at the
         time outstanding, not to exceed the greater of $25.0 million or 5.0% of
         Consolidated Tangible Assets.

         "Permitted Joint Ventures" means any joint venture that the Company or
any Restricted Subsidiary or Unrestricted Subsidiary is a party to that is
engaged in a Permitted Business, including without limitation, NeighborCare
Pharmacy of Virginia, LLC, NeighborCare of New Hampshire, LLC, NeighborCare Home
Medical Equipment of Md., LLC, PPS-GBMC Joint Venture, LLC and Pharmacy Services
of Indiana, LLC.

         "Permitted Junior Securities" means:

            (1) Equity Interests in the Company or any Guarantor; or

            (2) debt securities that are subordinated to all Senior Debt and any
         debt securities issued in exchange for Senior Debt to substantially the
         same extent as, or to a greater extent than, the Notes and the
         Subsidiary Guarantees are subordinated to Senior Debt under this
         Indenture.

         "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 extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

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

            (2) such Permitted Refinancing Indebtedness has a final maturity
         date later than the final maturity date of, and has a Weighted Average
         Life to Maturity equal to or greater than the Weighted Average Life to
         Maturity of, the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded; provided, however, that with respect to
         Permitted Refinancing Indebtedness of Existing Indebtedness, this
         clause (2) shall not apply;

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


                                       16
<PAGE>

            (4) such Indebtedness is incurred either by the Company, a Guarantor
         or the Subsidiary who is the obligor on the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded.

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

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

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

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of November 4, 2003, among the Company, the Guarantors and
the other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements among the Company,
the Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company and the Guarantors to the purchasers of Additional Notes to register
such Additional Notes under the Securities Act.

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

         "Regulation S Global Note" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

         "Replacement Assets" means assets used or useful in a Permitted
Business or securities of a Person principally engaged in a Permitted Business
who is a Restricted Subsidiary after the acquisition of such securities by the
Company or any of its Restricted Subsidiaries that, in each case, replace assets
that were the subject of an Asset Sale.

         "Responsible Officer," when used with respect to the Trustee, means any
vice president, any assistant vice president, any assistant treasurer, any trust
officer, or any other officer associated with the corporate trust department of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of such person's knowledge of and familiarity with the particular
subject.

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

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

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

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

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

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

                                       17
<PAGE>

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

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

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

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

         "Senior Debt" means:

            (1) all Indebtedness of the Company or any Guarantor outstanding
         under Credit Facilities and all Hedging Obligations with respect
         thereto;

            (2) all Indebtedness of the Company outstanding prior to the
         consummation of the Spin-off which is senior in right of payment to the
         Notes;

            (3) any other Indebtedness of the Company or any Guarantor permitted
         to be incurred under the terms of this Indenture, unless the instrument
         under which such Indebtedness is incurred expressly provides that it is
         on a parity with or subordinated in right of payment to the Notes or
         any Subsidiary Guarantee; and

            (4) all Obligations with respect to the items listed in the
         preceding clauses (1), (2) and (3).

         Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include:

            (1) any liability for federal, state, local or other taxes owed or
         owing by the Company;

            (2) any Indebtedness of the Company to any of its Subsidiaries or
         other Affiliates;

            (3) any trade payables; or

            (4) the portion of any Indebtedness that is incurred in violation of
         this Indenture.

         "Senior Subordinated Indebtedness" means (i) with respect to the
Company, the Notes and any other Indebtedness of the Company that specifically
provides that such Indebtedness is to have the same rank as the Notes in right
of payment and is not subordinated by its terms in right of payment to any
Indebtedness or other obligation of the Company which is not Senior Debt and
(ii) with respect to any Guarantor, the Note guarantees and any other
Indebtedness of such Guarantor that specifically provides that such Indebtedness
is to have the same rank as the Note guarantees in right of payment and is not
subordinated by its terms in right of payment to any Indebtedness or other
obligation of such Guarantor which is not Senior Debt.

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

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


                                       18
<PAGE>

         "Spin-off" means the one time dividend or distribution of all or
substantially all of the Capital Stock of GHC to the shareholders of the Company
at or prior to February 27, 2004, provided that following such dividend or
distribution, GHC's outstanding shares of common stock are traded on the Nasdaq
National Market System or the New York Stock Exchange.

         "Spin-off Documents" means the Separation and Distribution Agreement,
the Tax Sharing Agreement, the Transition Services Agreement, the Tidewater
Membership Agreement, the Employee Benefits Agreement, the Master Agreement for
Pharmacy, Pharmacy Consulting and Related Products and Services, the Pharmacy
Benefit Management Agreement and the Master Agreement for Specialty Beds and
Oxygen Concentrators, in each case entered into on or before the closing date of
the Spin-off between the Company and GHC.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the 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 thereof.

         "Subordinated Obligation" means any Indebtedness of a party (whether
outstanding on the date of this Indenture or thereafter incurred) that is
subordinate or junior in right of payment to the Notes pursuant to a written
agreement to that effect.

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

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

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

         "Subsidiary Guarantee" means the Guarantee of the Notes by each of the
Guarantors pursuant to Article 12 of this Indenture and in the form of the
Guarantee endorsed on the form of Note attached as Exhibit A to this Indenture
and any additional Guarantee of the Notes to be executed by any Subsidiary of
the Company, pursuant to the covenants described in Sections 4.17 and 10.01.

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

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

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

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


                                       19
<PAGE>

         "Unrestricted Subsidiary" means any Subsidiary of the Company or any
successor to any of them that is designated by the Board of Directors as an
Unrestricted Subsidiary pursuant to a Board Resolution, but, other than as
permitted by clause (11) of the definition of "Permitted Investments," only to
the extent that such Subsidiary:

                  (1) has no Indebtedness other than Non-Recourse Debt;

                  (2) 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 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;

                  (3) 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 or (b) to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results;

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

                  (5) other than Permitted Joint Ventures, has at least one
         director on its Board of Directors that is not a director or executive
         officer of the Company or any of its Restricted Subsidiaries and has at
         least one executive officer that is not a director or executive officer
         of the Company or any of its Restricted Subsidiaries.

         Any designation of a Subsidiary of such Person 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 such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted by 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 such
Person as of such date and, if such Indebtedness is not permitted to be incurred
as of such date under Section 4.09 hereof, such Person will be in default of
such covenant. The Board of Directors of such Person 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 such Person of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under the covenant described under Section 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 (2) no Default or Event of Default would be
in existence following such designation.

         All Permitted Joint Ventures shall be designated Unrestricted
Subsidiaries unless otherwise so designated by the Company. Notwithstanding
anything to the contrary herein, GHC and Subsidiaries of the Company that will
be Subsidiaries of GHC after the Spin-off shall be deemed Unrestricted
Subsidiaries unless otherwise so designated by the Company.

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

                                       20
<PAGE>

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

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

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

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

Section 1.02  Other Definitions.

                                                                      Defined in
        Term                                                            Section
        ----                                                          ----------
        "Affiliate Transaction".......................................   4.11
        "Alternate Offer".............................................   4.15
        "Asset Sale Offer"............................................   3.10
        "Authentication Order"........................................   2.02
        "Change of Control Offer".....................................   4.15
        "Change of Control Payment"...................................   4.15
        "Change of Control Payment Date"..............................   4.15
        "Covenant Defeasance".........................................   8.03
        "DTC".........................................................   2.03
        "Event of Default"............................................   6.01
        "Excess Proceeds".............................................   4.10
        "incur".......................................................   4.09
        "Legal Defeasance"............................................   8.02
        "Offer Amount"................................................   3.10
        "Offer Period"................................................   3.10
        "Paying Agent"................................................   2.03
        "Payment Blockage Notice".....................................   11.03
        "Payment Default".............................................   6.01
        "Permitted Debt"..............................................   4.09
        "Purchase Date"...............................................   3.10
        "Registrar"...................................................   2.03
        "Restricted Payments".........................................   4.07
        "Special Redemption Date".....................................   3.09
        "Special Redemption Price"....................................   3.09
        "Spin-off Officer's Certificate"..............................   3.01


Section 1.03   Incorporation by Reference of Trust Indenture Act.

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

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

                                       21
<PAGE>

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Notes and the 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 Commission rule under
the TIA have the meanings so assigned to them.

Section 1.04   Rules of Construction.

         Unless the context otherwise requires:

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

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

            (3) "or" is not exclusive;

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

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

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

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

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01   Form and Dating.

         (a) General. The Notes and the Trustee's certificate of authentication
will 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 will 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 will 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.

                                       22
<PAGE>

         (b) Global Notes. Notes issued in global form will 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 will 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 will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
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 will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

Section 2.02   Execution and Authentication.

         Two Officers must 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, the Note will nevertheless be valid.

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

         The Trustee shall, upon receipt of a written order of the Company
signed by an Officer (an "Authentication Order"), authenticate the Initial Notes
for original issue up to $250.0 million in aggregate principal amount and, upon
receipt of an Authentication Order in accordance with this Section 2.02, at any
time and from time to time thereafter, the Trustee shall authenticate Additional
Notes and Exchange Notes for original issue in an aggregate principal amount
specified in such Authentication Order.

         At any time and from time to time after the execution and delivery of
this Indenture (including without limitation under Section 2.06(f) hereof), the
Company may deliver Additional Notes or Exchange Notes executed by the Company
to the Trustee for authentication. Except as otherwise provided herein, the
Trustee shall thereupon authenticate and make available for delivery said
Additional Notes or Exchange Notes to or upon receipt of an Authentication
Order. In authenticating such Additional Notes or Exchange Notes, and accepting
the additional responsibilities under this Indenture in relation to such
Additional Notes or Exchange Notes, the Trustee shall be entitled to receive and
shall be fully protected in relying upon:

            (1) A copy of the resolution or resolutions of the Board of
         Directors in or pursuant to which the terms and form of the Additional
         Notes or Exchange Notes were established, certified by the Secretary or
         an Assistant Secretary of the Company to have been duly adopted by the
         Board of Directors and to be in full force and effect as of the date of
         such certificate, and if the terms and form of such Additional Notes or
         Exchange Notes are established by an Officer's Certificate pursuant to
         general authorization of the Board of Directors, such Officer's
         Certificate;

            (2) an Officer's Certificate delivered in accordance with Section
         13.04(1) hereof; and

            (3) an Opinion of Counsel which shall state:

                                       23
<PAGE>

                  (A) that the form of such Additional Notes or Exchange Notes
            has been established by or pursuant to a resolution of the Board of
            Directors in conformity with the provisions of this Indenture;

                  (B) that the terms of such Additional Notes or Exchange Notes
            have been established in accordance with the provisions of this
            Indenture;

                  (C) that such Additional Notes or Exchange Notes, when
            authenticated and delivered by the Trustee and issued by the Company
            in the manner and subject to any conditions specified in such
            Opinion of Counsel, will constitute valid and legally binding
            obligations of the Company, enforceable in accordance with their
            terms, subject to bankruptcy, insolvency, reorganization and other
            laws of general applicability relating to or affecting the
            enforcement of creditors' rights and to general equity principles;
            and

                  (D) that all laws and requirements in respect of the execution
            and delivery by the Company of such Additional Notes or Exchange
            Notes have been complied with.

         The Trustee shall have the right to decline to authenticate and deliver
any Additional Notes or Exchange Notes under this Section if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken or if
the Trustee in good faith shall determine that such action would expose the
Trustee to personal liability to existing Holders.

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

Section 2.03   Registrar and Paying Agent.

         The Company will 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 will 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 will 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 Custodian with respect to the Global Notes.

Section 2.04   Paying Agent to Hold Money in Trust.

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

                                       24
<PAGE>

Section 2.05   Holder Lists.

         The Trustee will 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 ss. 312(a). If the Trustee is
not the Registrar, the Company will 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 of
Notes and the Company shall otherwise comply with TIA ss. 312(a).

Section 2.06   Transfer and Exchange.

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

                  (1) the Company delivers to the Trustee notice from the
            Depositary that it is unwilling or unable to continue to act as
            Depositary or that it is no longer a clearing agency registered
            under the Exchange Act and, in either case, a successor Depositary
            is not appointed by the Company within 90 days after the date of
            such notice from the Depositary; or

                  (2) the Company, at its option, 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

                  (3) there has occurred and is continuing a Default or Event of
            Default with respect to the Notes and that has not been waived.

         Upon the occurrence of any of the preceding events in (1), (2) or (3)
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(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will 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 will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:


                                       25
<PAGE>

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

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

            (A) both:

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

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

            (B) both:

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

                  (ii) instructions given by the Depositary to the Registrar
            containing information regarding the Person in whose name such
            Definitive Note shall be registered to effect the transfer or
            exchange referred to in (1) above.

         Upon consummation of an Exchange Offer by the Company in accordance
         with Section 2.06(f) hereof, the requirements of this Section
         2.06(b)(2) shall be deemed to have been satisfied upon receipt by the
         Registrar of the instructions contained in the Letter of Transmittal
         delivered by the Holder of such beneficial interests in the Restricted
         Global Notes. Upon satisfaction of all of the requirements for transfer
         or exchange of beneficial interests in Global Notes contained in this
         Indenture and the Notes or otherwise applicable under the Securities
         Act, the Trustee shall adjust the principal amount of the relevant
         Global Note(s) pursuant to Section 2.06(h) hereof.

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

                                       26
<PAGE>

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

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

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

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

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

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

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

            (D) the Registrar receives the following:

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

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

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


                                       27
<PAGE>

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

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

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

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

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

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

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

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

                  (E) if such beneficial interest is being transferred to the
            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;

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

                  (G) 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 (B) through (D) above, a certificate to the
            effect set forth in Exhibit B hereto, including the certifications,
            certificates and Opinion of Counsel required by item (3)(d) thereof,
            if applicable,


                                       28
<PAGE>

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

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

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

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

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

                  (D) the Registrar receives the following:

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

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

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


                                       29
<PAGE>

            (3) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an
Unrestricted Global Note proposes to exchange such beneficial interest for a
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Definitive Note, then, upon satisfaction of
the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Company will execute and
the Trustee will authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(3) will be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest requests through instructions to the Registrar from or through the
Depositary and the Participant or Indirect Participant. The Trustee will deliver
such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

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

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

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

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

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

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

                           (E) if such Restricted Definitive Note is being
                  transferred to the 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;

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


                                       30
<PAGE>

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

         the Trustee will cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (C)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

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

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

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

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

                  (D) the Registrar receives the following:

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

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

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

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


                                       31
<PAGE>

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

            If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has not
         yet been issued, the Company will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

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

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

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

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

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

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

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

                                       32
<PAGE>

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

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

                      (D) the Registrar receives the following:

                         (i) 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

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

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the 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.

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

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

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

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

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


                                       33
<PAGE>

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

                  (1) Private Placement Legend.

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

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES LAWS. NEITHER THIS
NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE
904 OF REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7)
UNDER THE SECURITIES ACT, ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH
IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER
THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY
ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE
(OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER,
SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO
A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A INSIDE THE UNITED
STATES, (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,
(E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT TO THIS LEGEND; PROVIDED THAT THE COMPANY,
THE TRUSTEE AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER (I) PURSUANT TO CLAUSE (D), (E) OR (F) 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
CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE
IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT."


                                       34
<PAGE>

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

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

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

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

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

                                       35
<PAGE>

         (i) General Provisions Relating to Transfers and Exchanges.

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

            (2) No service charge will be made to a Holder of 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, 3.10, 4.10, 4.15 and 9.05 hereof).

            (3) The Registrar will 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.

            (4) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes will 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.

            (5) The Company will not be required:

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

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

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

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

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


                                       36
<PAGE>

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

            (9) Each Holder of a Note agrees to indemnify the Company and the
         Trustee against any liability that may result from the transfer,
         exchange or assignment of such Holder's Note in violation of any
         provision of this Indenture and/or applicable United States federal or
         state securities law.

            (10) The Trustee shall have no obligation or duty to monitor,
         determine or inquire as to compliance with any restrictions on transfer
         imposed under this Indenture or under applicable law with respect to
         any transfer of any interest in any Note (including any transfers
         between or among Depositary Participants or beneficial owners of
         interests in any Global Note) other than to require delivery of such
         certificates and other documentation or evidence as are expressly
         required by, and to do so if and when expressly required by the terms
         of, this Indenture, and to examine the same to determine substantial
         compliance as to form with the express requirements hereof.

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

Section 2.07   Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss 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
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08   Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. 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(a) 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 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.


                                       37
<PAGE>

         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 will be deemed to be no longer outstanding and will 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, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that a Responsible Officer of the Trustee knows are so owned will 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,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes will 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 will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will treat such
cancelled Notes in accordance with its document retention policies and
applicable laws. Certification of the destruction of all canceled Notes will be
delivered to the Company. 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 will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will 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 will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will 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.


                                       38
<PAGE>

                                   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 or elects to redeem the Notes
pursuant to Section 3.09(i) hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date if the redemption is
pursuant to Section 3.07 and at least 5 Business Days before a redemption date
if the redemption is pursuant to Section 3.09(i), an Officers' Certificate
setting forth:

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

                  (2) the redemption date;

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

                  (4) the redemption price; and

                  (5) the CUSIP number.

         In the event that the Spin-off is consummated, the Company shall
provide the Trustee an Officers' Certificate (the "Spin-off Officers'
Certificate") certifying that the Spin-off has been consummated.

Section 3.02   Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

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

                  (2) if the Notes are not listed on any national securities
            exchange, on a pro rata basis, by lot or by such method as the
            Trustee shall deem fair and appropriate.

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

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


                                       39
<PAGE>

Section 3.03   Notice of Redemption.

         Subject to the provisions of Section 3.09 and 3.10 hereof, at least 30
days but not more than 60 days before a redemption date, the Company will mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, except that (i)
redemption notices shall be mailed promptly upon receipt of notice from the
Company pursuant to Section 3.01 of a Special Redemption Date or on March 1,
2004 if the Trustee has not received the Spin-off Officer's Certificate prior to
5:00 p.m. on February 27, 2004 and (ii) redemption notices may be mailed more
than 60 days prior to a redemption date if the notice is issued in connection
with a defeasance of the Notes or a satisfaction and discharge of this Indenture
pursuant to Articles 8 or 12 of this Indenture.

         The notice will identify the Notes to be redeemed and will state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) the principal amount of the Notes to be redeemed; 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 will be issued upon cancellation of
            the original Note;

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

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

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

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

                  (8) the CUSIP number; and

                  (9) 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 will give the notice of
redemption in the Company's name and at its expense; provided, however, that
(other than in connection with Section 3.09) the Company has 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. A notice of redemption may not be
conditional.


                                       40
<PAGE>

Section 3.05   Deposit of Redemption or Purchase Price.

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

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased on or after an interest record date but on or prior to
the related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06   Notes Redeemed or Purchased in Part.

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

Section 3.07   Optional Redemption.

         (a) At any time prior to November 15, 2006, 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 106.875% of the principal
amount thereof, plus accrued and unpaid interest and Additional Interest, if
any, to the redemption date, with the net cash proceeds of one or more Equity
Offerings by the Company; provided that:

            (1) at least 65% of the aggregate principal amount of the Initial
         Notes issued under this Indenture remains outstanding immediately after
         the occurrence of such redemption (excluding Notes held by the Company
         and its Subsidiaries); and

            (2) the redemption occurs within 90 days of the date of the closing
         of such Equity Offering.

         (b) Except pursuant to the preceding paragraph or pursuant to Section
3.09 below, the Notes will not be redeemable at the Company's option prior to
November 15, 2008.

         (c) After November 15, 2008, the Company may redeem all or a part of
the Notes upon not less than 30 nor more than 60 days prior notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Interest, if any, on the Notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on November 15 of the years indicated below:


                                       41
<PAGE>

Year                                                                Percentage
----                                                                ----------
2008..............................................................    103.438%
2009..............................................................    102.292%
2010..............................................................    101.146%
2011 and thereafter...............................................    100.000%


         (d) 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.

         Other than as described below in Section 3.09, the Company is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

Section 3.09   Special Redemption.

         Notwithstanding the foregoing, in the event that (i) in its sole
discretion, the Company has determined that the Spin-off will not be consummated
on or prior to February 27, 2004, then the Company may redeem the Notes, in
whole but not in part, on or prior to February 27, 2004 at a redemption price
(the "Special Redemption Price") in cash equal to 101% of the issue price of the
Notes, plus the accrued and unpaid interest to the Special Redemption Date or
(ii) the Spin-off has not been consummated on or prior to February 27, 2004,
then the Company shall mandatorily redeem all of the Notes on March 5, 2004 at
the Special Redemption Price. The "Special Redemption Date" means the earlier of
(a) the date five Business Days after the Company sends notice to the Trustee of
a Special Redemption Date pursuant to Section 3.01, if in its sole discretion,
the Company has determined that the Spin-off will not be consummated on or prior
to February 27, 2004, or (b) March 5, 2004, if the Spin-off is not consummated
on or prior to February 27, 2004.

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

Section 3.10   Offer to Purchase by Application of Excess Proceeds.

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

         The Asset Sale Offer shall be made to all Holders 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 redeem with the proceeds of sales and assets. The Asset Sale Offer will
remain open for a period of at least 20 Business Days following its commencement
and not more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the "Offer Period"). No later than three Business
Days after the termination of the Offer Period (the "Purchase Date"), the
Company will apply all Excess Proceeds (the "Offer Amount") to the purchase of
Notes and such other pari passu Indebtedness (on a pro rata basis as set forth
in Section 3.02 or in such other manner as the Trustee deems appropriate, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased will 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 and
Additional Interest, if any, through the Purchase Date will 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 will be payable to Holders who tender
Notes pursuant to the Asset Sale Offer.


                                       42
<PAGE>

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

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

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

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

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

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

            (6) that Holders electing to have a Note purchased pursuant to any
         Asset Sale Offer will 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 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;

            (7) that Holders will 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;

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

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

         On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis or in such other manner as the Trustee
deems appropriate, to the extent necessary, the Offer Amount of Notes or
portions thereof tendered pursuant to the Asset Sale Offer, or if less than the
Offer Amount has been tendered, all Notes tendered, and will 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 3.10. The Company, the Depositary or the Paying Agent, as the case may
be, will promptly (but in any case not later than five Business Days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company will promptly issue a new Note, and the Trustee,
upon written request from the Company will 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 will publicly
announce the results of the Asset Sale Offer on the Purchase Date.


                                       43
<PAGE>

         Other than as specifically provided in this Section 3.10, any purchase
pursuant to this Section 3.10 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 Additional Interest, if any, on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Additional Interest, if any, shall be considered paid on the date due if the
Paying Agent, if other than the 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 then due. The Company shall pay all
Additional Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

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

         The 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 will 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 Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.


                                       44
<PAGE>

Section 4.03   Reports.

         (a) Whether or not required by the Commission, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes, within the time
periods specified in the Commission's rules and regulations:

            (1) all quarterly and annual financial information that would be
         required to be contained in a filing with the Commission 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

            (2) all current reports that would be required to be filed with the
         Commission on Form 8-K if the Company were required to file such
         reports;

provided, however, that the first quarterly report to be furnished pursuant to
this Section 4.03(a) shall be furnished as soon as is reasonably practicable
following the end of such quarterly period but in no event later than February
16, 2004; provided, further, that the Company will not be required to furnish
such information to the Holders to the extent such information is electronically
filed with the Commission and is electronically available to the public free of
cost.

         If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then either (i) the quarterly and annual financial information
required by this Section 4.03(a) or (ii) a separate report furnished to the
Holders will include a reasonably detailed presentation of the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company, as required by federal securities
laws.

         In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the Commission, the Company shall file a copy of all of the information and
reports referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA ss. 314(a).

         (b) For so long as any Notes remain outstanding, the Company and the
Guarantors 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 to the extent
such information is not electronically filed with the Commission and
electronically available to the public free of cost.

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




                                       45
<PAGE>

Section 4.04   Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall 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 has 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.

         (b) So long as any of the Notes are outstanding, the Company shall
deliver to the Trustee, promptly 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.

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 will 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
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07   Restricted Payments.

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

            (1) 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), other than in
         connection with the Spin-off, 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 to the Company or a Restricted Subsidiary of the Company);


                                       46
<PAGE>

            (2) 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;

            (3) make any payment on or with respect to, or purchase, redeem,
         defease or otherwise acquire or retire for value any Subordinated
         Obligations of the Company or any Guarantor, except (x) a payment of
         interest or principal at the Stated Maturity thereof; or (y) any
         payment made with Equity Interests (other than Disqualified Stock) and
         (z) any payment with respect to Subordinated Obligations owed to the
         Company or any of the Guarantors; or

            (4) make any Restricted Investment (all such payments and other
         actions set forth in these clauses (1) through (4) above being
         collectively referred to as "Restricted Payments"),

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

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

            (2) the Company would, at the time of such Restricted Payment and
         after giving pro forma effect thereto (including the pro forma
         application of the net proceeds therefrom) 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

            (3) such Restricted Payment, together with the aggregate amount of
         all other Restricted Payments made by the Company and its Restricted
         Subsidiaries after the date of this Indenture (excluding Restricted
         Payments permitted by clauses (2), (3), (4), (5), (7)(i), (8), (9) and
         (10) of Section 4.07(b) below and up to $5.0 million permitted by
         clause (6) of Section 4.07(b) below, is less than the sum, without
         duplication, of:

                  (a) 50% of the Consolidated Net Income of the Company for the
            period (taken as one accounting period) from June 30, 2003 to the
            end of the Company's most recently ended fiscal quarter for which
            internal financial statements are available at the time of such
            Restricted Payment (or, if such Consolidated Net Income for such
            period is a deficit, less 100% of such deficit), plus

                  (b) 100% of the aggregate net cash proceeds received by the
            Company since the date of this Indenture as a contribution to its
            common equity capital or from the issue or sale of Equity Interests
            of the Company (other than Disqualified 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

                  (c) to the extent that any Restricted Investment that was made
            after the date of this Indenture is sold for cash or Cash
            Equivalents or otherwise liquidated or repaid for cash or Cash
            Equivalents, the lesser of (i) the cash return of capital with
            respect to such Restricted Investment (less the cost of disposition,
            if any) and (ii) the initial amount of such Restricted Investment,
            plus


                                       47
<PAGE>

                  (d) to the extent that any Unrestricted Subsidiary of the
            Company is redesignated as a Restricted Subsidiary after the date of
            this Indenture, the lesser of (i) the fair market value of the
            Company's Investment in such Subsidiary as of the date of such
            redesignation or (ii) such fair market value as of the date on which
            such Subsidiary was originally designated as an Unrestricted
            Subsidiary, plus

                  (e) any amount which previously qualified as a Restricted
            Payment on account of any Guarantee entered into by the Company or
            any Restricted Subsidiary; provided that such Guarantee has not been
            called upon and the obligation arising under such Guarantee no
            longer exists.

         (b) So long as no Default has occurred and is continuing or would be
caused thereby, the provisions of Section 4.07(a) shall not prohibit:

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

            (2) the redemption, repurchase, retirement, defeasance or other
         acquisition of any Subordinated Obligations of the Company or any
         Guarantor or of any Equity Interests of the Company in exchange for, or
         out of the net cash proceeds of the substantially concurrent sale
         (other than to a Restricted 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 (3) (b) of the preceding paragraph;

            (3) the defeasance, redemption, repurchase or other acquisition of
         Subordinated Obligations of the Company or any Guarantor with the net
         cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

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

            (5) the repurchase, 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 officer or director of the
         Company (or any of its Restricted Subsidiaries) pursuant to any
         management equity subscription agreement, any compensation, retirement,
         disability, severance or benefit plan or agreement, any employment
         agreement, incentive plan or agreement, any stock option plan or
         agreement or similar plan or agreement; provided that the aggregate
         price paid for all such repurchased, redeemed, acquired or retired
         Equity Interests shall not exceed $5.0 million in any twelve-month
         period;

            (6) any purchase, redemption or other acquisition of Equity
         Interests of a Permitted Joint Venture which is required to be
         purchased, redeemed or otherwise acquired by applicable law or the
         terms of the organizational or governing documents or agreements;

            (7) the payment of any scheduled or required dividend (whether in
         cash or in kind) and any scheduled or required repayment of the stated
         amount, liquidation preference or any similar amount at final maturity
         or on any scheduled or required redemption or repurchase date, to
         holders of (i) any class or series of Disqualified Stock of the Company
         issued in compliance with Section 4.09 provided that scheduled or
         required dividends on such Disqualified Stock are included in the
         definition of "Fixed Charges," and (ii) the Existing Preferred Stock of
         the Company; provided that such payments were scheduled or required to
         be paid in the original documentation governing such series of
         Disqualified Stock or Existing Preferred Stock of the Company (it being
         understood that the foregoing provisions of this clause (7) shall not
         be deemed to permit the payment of any dividend or similar
         distribution, or the payment of the stated amount, liquidation
         preference or any similar amount, prior to the date originally
         scheduled or required for the payment thereof);



                                       48
<PAGE>

            (8) payments in lieu of fractional shares;

            (9) the Spin-off and all transactions that are necessary or are
         contemplated to be performed in connection therewith; and

            (10) other Restricted Payments pursuant to this clause (10) in an
         aggregate amount since the date of this Indenture not to exceed $15.0
         million.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined by the Board of Directors whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, together with a copy of any fairness opinion or appraisal required by
this Indenture.

Section 4.08   Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

         (a) 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:

            (1) 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;

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

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

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

            (1) agreements governing Existing Indebtedness and Credit Facilities
         as in effect on the date of this Indenture, and any amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacements or refinancings of those agreements, provided
         that the amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacement or refinancings are no more
         restrictive, taken as a whole, with respect to such dividend and other
         payment restrictions than those contained in those agreements on the
         date of this Indenture;


                                       49
<PAGE>

            (2) this Indenture, the Notes, the Exchange Notes and the Subsidiary
         Guarantees;

            (3) applicable law;

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

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

            (6) purchase money obligations for property acquired in the ordinary
         course of business that impose restrictions on that property of the
         nature described in clause (3) of Section 4.08(a);

            (7) 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;

            (8) 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;

            (9) Liens securing Indebtedness otherwise permitted to exist or be
         incurred under Section 4.12 hereof that limit the right of the debtor
         to dispose of the assets subject to such Liens;

            (10) provisions with respect to the disposition or distribution of
         assets or property in joint venture agreements, asset sale agreements,
         stock sale agreements and other similar agreements entered into in the
         ordinary course of business;

            (11) any agreement relating to a sale and leaseback transaction or
         Capital Lease Obligation, in each case, otherwise permitted by this
         Indenture, but only on the property subject to such transaction or
         lease and only to the extent that such restrictions or encumbrances are
         customary with respect to a sale and leaseback transaction or capital
         lease;

            (12) restrictions imposed in connection with a financing transaction
         involving a sale or other disposition of accounts receivable and
         related assets (including, without limitation, in connection with a
         securitization or similar financing) or in connection with a financing
         involving a subsidiary trust or similar financing vehicle that is
         permitted by Section 4.09 below; and

            (13) restrictions on cash or other deposits or net worth imposed by
         customers under contracts entered into in the ordinary course of
         business or imposed by governmental agencies or authorities.


                                       50
<PAGE>

Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock.

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

         (b) The provisions of Section 4.09(a) hereof shall not prohibit any of
the following (collectively, "Permitted Debt"):

            (1) the incurrence by the Company or any Guarantor of Indebtedness
         and letters of credit under one or more Credit Facilities (including,
         without limitation, the Company's New Credit Facility) and Guarantees
         thereof by the Guarantors, provided that, the aggregate principal
         amount of Indebtedness of the Company and the Guarantors incurred
         pursuant to this clause (1) (with letters of credit being deemed to
         have a principal amount equal to the maximum potential liability of the
         Company and the Guarantor thereunder) does not exceed an amount equal
         to $150.0 million;

            (2) the incurrence by the Company and its Restricted Subsidiaries of
         the Existing Indebtedness and, prior to the Spin-off, the GHC Credit
         Agreement;

            (3) the incurrence by the Company and the Guarantors of Indebtedness
         represented by the Notes to be issued on the date of this Indenture
         (and the related Exchange Notes to be issued pursuant to the
         Registration Rights Agreement) and the incurrence by the Guarantors of
         the Subsidiary Guarantees of those Notes;

            (4) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness represented by Capital Lease Obligations,
         mortgage financings or purchase money obligations, in each case
         incurred for the purpose of financing all or any part of the purchase
         price or cost of construction or improvement of property, plant or
         equipment used in the business of the Company or such Restricted
         Subsidiary, in an aggregate principal amount, including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (4), not to exceed $25.0
         million at the time of such incurrence;

            (5) 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 refund, refinance or replace
         Indebtedness (other than intercompany Indebtedness) that was incurred
         under Section 4.09(a) hereof or clauses (2), (3), (4), (5), (12), (13),
         (16) or (17) of this Section 4.09(b);

            (6) 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 that are Guarantors; provided,
         however, that


                                       51
<PAGE>

                  (a) if the Company is the obligor on such Indebtedness, such
            Indebtedness must be expressly subordinated to the prior payment in
            full in cash of all Obligations with respect to the Notes;

                  (b) if a Restricted Subsidiary of the Company is the obligor
            on such Indebtedness, such Indebtedness is expressly subordinated to
            the prior payment in full in cash of such Restricted Subsidiary's
            Subsidiary Guarantee; and

                         (i) 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 of the Company that is a Guarantor and

                         (ii) any sale or other transfer of any such
                      Indebtedness to a Person that is not either the Company or
                      a Restricted Subsidiary of the Company that is a Guarantor
                      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 (6);

            (7) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations that are incurred in the normal
         course of business and consistent with past business practices for the
         purpose of fixing or hedging interest rate risk (including with respect
         to any floating rate Indebtedness that is permitted by the terms of
         this Indenture to be outstanding in connection with the conduct of
         their respective businesses and not for speculative purposes);

            (8) 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;

            (9) the incurrence by the Company's Unrestricted Subsidiaries of
         Non-recourse Debt; provided, however, that if any such Indebtedness
         ceases to be Non-recourse Debt of an Unrestricted Subsidiary, such
         event shall be deemed to be an incurrence of Indebtedness by a
         Restricted Subsidiary of the Company that was not permitted by this
         clause (9);

            (10) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness arising from guarantees of Indebtedness of
         the Company or any Restricted Subsidiary or the agreements of the
         Company or a Restricted Subsidiary providing for indemnification,
         adjustment of purchase price or similar obligations, in each case,
         incurred or assumed in connection with the disposition of any business,
         assets or Capital Stock of a Restricted Subsidiary; provided that the
         maximum aggregate liability in respect of all such Indebtedness shall
         at no time exceed the gross proceeds actually received by the Company
         and its Restricted Subsidiaries in connection with such disposition;

            (11) Indebtedness arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument
         inadvertently drawn against insufficient funds;

            (12) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness to the extent the proceeds thereof are
         deposited to defease the Notes as described in Article 8 hereof;


                                       52
<PAGE>

            (13) if the Spin-off does not occur by February 27, 2004 and GHC is
         merged with and into the Company, (a) any then-outstanding indebtedness
         of GHC or any Restricted Subsidiary of GHC and (b) any additional
         indebtedness or letters of credit under GHC's Credit Agreement;

            (14) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness represented by workers' compensation
         claims and other statutory or regulatory obligations, self-insurance
         obligations, letters of credit, performance bonds, warranty or
         contractual service obligations or appeal bonds, in each case to the
         extent incurred in the ordinary course of business of the Company or
         such Restricted Subsidiary;

            (15) the incurrence by the Company or any of the Guarantors of
         additional Indebtedness in an aggregate principal amount (or accreted
         value, as applicable) at any time outstanding, including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (15), not to exceed $50.0
         million;

            (16) Guarantees and other Indebtedness or Disqualified Stock that
         constitute a Permitted Investment or a payment permitted under Section
         4.07 hereof; and

            (17) the incurrence by the Company or any Restricted Subsidiary of
         subordinated unsecured Indebtedness to the extent the proceeds thereof
         are used to purchase notes pursuant to a Change of Control Offer.

         (c) For purposes of determining compliance with this Section 4.09, in
the event that an item of proposed Indebtedness meets the criteria of more than
one of the categories of Permitted Debt described in clauses (1) through (17)
above as of the date of incurrence thereof or is entitled to be incurred
pursuant to Section 4.09(a) hereof as of the date of incurrence thereof, the
Company shall, in its sole discretion, classify (or later classify in whole or
in part, in its sole discretion) such item of Indebtedness in any manner that
complies with this Section 4.09 and such Indebtedness will be treated as having
been incurred pursuant to such clauses or the first paragraph hereof, as the
case may be, designated by the Company. Indebtedness under Credit Facilities
outstanding on the date of this Indenture will not be deemed to have been
incurred until the date of the application of the proceeds from the Spin-off and
will be deemed to have been incurred on such date in reliance of the exception
provided by clause (1) of the definition of Permitted Debt. Accrual of interest
or dividends, the accretion of accreted value or liquidation preference and the
payment of interest or dividends in the form of additional Indebtedness or
Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock for purposes of this Section 4.09.

Section 4.10   Asset Sales.

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

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

                  (2) the fair market value is determined by the Company's Board
            of Directors and evidenced by a resolution of the Board of Directors
            set forth in an Officer's Certificate delivered to the Trustee; and


                                       53
<PAGE>

                  (3) at least 75% of the consideration received in the Asset
            Sale by the Company or such Subsidiary is in the form of cash, Cash
            Equivalents and/or Replacement Assets. For purposes of this
            provision, each of the following shall be deemed to be cash:

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

                      (b) any securities, Notes or other obligations received by
                  the Company or any such Restricted Subsidiary from such
                  transferee that are, subject to ordinary settlement periods,
                  converted by the Company or such Restricted Subsidiary into
                  cash within 90 days, to the extent of the cash received in
                  that conversion; and

                      (c) any Designated Non-Cash Consideration received by the
                  Company or any of its Restricted Subsidiaries in an Asset
                  Sale.

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

                  (1) to repay Senior Debt and, if the Senior Debt repaid is
            revolving credit Indebtedness, to correspondingly reduce commitments
            with respect thereto;

                  (2) to acquire all or substantially all of the assets of, or
            all or a majority of the Voting Stock of another Permitted Business;
            or

                  (3) to acquire other long-term assets or property that are
            used or useful in a Permitted Business or to make a capital
            expenditure (or enter into a definitive agreement committing to make
            such acquisition or expenditure within six months after the date of
            such agreement; provided that if such agreement is terminated, the
            Company may invest such Net Proceeds prior to the end of such
            365-day period, or if later, prior to the end of such six-month
            period referred to in this clause (3)).

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

         (c) Any Net Proceeds from Asset Sales that are not applied or invested
as provided in Section 4.10(b) shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall
make an Asset Sale Offer 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 redeem
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. The offer price in any Asset Sale Offer shall be equal to 100%
of principal amount plus accrued and unpaid interest and Additional Interest, if
any, to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and 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 as provided in Section 3.02
hereof or such other manner as the Trustee deems appropriate. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds then remaining, if any,
shall be reset at zero.

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<PAGE>

         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 those 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 this Section
4.10, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.10 by virtue of such conflict.

Section 4.11   Transactions with Affiliates.

         (a) 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:

            (1) the Affiliate Transaction is on terms that are 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; and

            (2) the Company delivers to the Trustee:

                  (a) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $5.0 million, a resolution of the Board of Directors set
            forth in an Officers' Certificate certifying that such Affiliate
            Transaction complies with this Section 4.11(a) and that such
            Affiliate Transaction has been approved by a majority of the
            disinterested members of the Board of Directors; and

                  (b) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $10.0 million, an opinion as to the fairness to the
            Holders of such Affiliate Transaction from a financial point of view
            issued by an accounting, appraisal or investment banking firm of
            national standing.

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

            (1) the Spin-off;

            (2) any employment agreement entered into by the Company or any of
         its Restricted Subsidiaries in the ordinary course of business and
         consistent with the past practice of the Company or such Restricted
         Subsidiary;

            (3) transactions between or among the Company and/or its Restricted
         Subsidiaries;

            (4) performance of all agreements in existence on the issue date of
         this Indenture or to be entered into with GHC in connection with the
         Spin-off as contemplated in the Offering Circular and any modification
         thereto or any transaction contemplated thereby in any replacement
         agreement therefor so long as such modification or replacement is not
         materially more disadvantageous to the Company or any of its Restricted
         Subsidiaries than the original agreement in effect on the date of this
         Indenture;

                                       55
<PAGE>

            (5) transactions in connection with a financing transaction
         involving a sale or other disposition of accounts receivable and
         related assets (including, without limitation, in connection with a
         securitization or similar financing) or in connection with a financing
         involving a subsidiary trust or similar financing vehicle that is
         permitted by the covenant described under Section 4.09;

            (6) transactions with a Person that is an Affiliate of the Company
         solely because the Company owns an Equity Interest in such Person;

            (7) any issuance of Equity Interests, securities or any other
         reasonable payments of compensation, retirement, disability, severance,
         employee benefit awards, incentive awards, director fees, reimbursement
         of expenses and indemnity to officers, directors and employees in the
         ordinary course of business;

            (8) sales of Equity Interests (other than Disqualified Stock) to
         Affiliates of the Company;

            (9) Permitted Investments;

            (10) Restricted Payments that are permitted by Section 4.07 hereof;

            (11) all transactions and agreements that are necessary to enter
         into in connection with, or as contemplated by, the Spin-off or in
         contemplation of the merger of GHC with and into the Company if the
         Spin-off does not occur by February 27, 2004;

            (12) any reimbursement by a Permitted Joint Venture for the services
         of employees of the Company or any of its Restricted Subsidiaries and
         the provision of such services to such Permitted Joint Venture by the
         Company or its Restricted Subsidiaries, in either case, in the ordinary
         course of business; and

            (13) any reimbursement by a Permitted Joint Venture for
         pharmaceutical products provided by the Company or any of its
         Restricted Subsidiaries, which products were purchased pursuant to a
         pharmaceutical products supply agreement to which the Company or any of
         its Restricted Subsidiaries is a party.

Section 4.12   Liens.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, directly or indirectly, create, incur or assume any consensual Liens of any
kind against or upon any of their respective property (including Capital Stock
of a Restricted Subsidiary) or assets, whether owned at the date of this
Indenture or thereafter acquired, or any proceeds, income or profit therefrom
that secure Senior Subordinated Indebtedness or Subordinated Obligations,
unless:

            (1) in the case of Liens securing Subordinated Obligations, the
         Notes are secured by a Lien on such property (including Capital Stock
         of a Restricted Subsidiary), assets, proceeds, income or profit that is
         senior in priority to such Liens; and

            (2) in the case of Liens securing Senior Subordinated Indebtedness,
         the Notes are equally and ratably secured by a Lien on such property
         (including Capital Stock of a Restricted Subsidiary), assets, proceeds,
         income or profit.

         Notwithstanding the foregoing, no restriction will apply to:


                                       56
<PAGE>

            (1) Liens imposed by law, including carriers', warehousemen's and
         mechanics' Liens, in each case for sums not yet due or being contested
         in good faith by appropriate proceedings if a reserve or other
         appropriate provisions, if any, as shall be required by GAAP shall have
         been made in respect thereof;

            (2) Liens for taxes, assessments or other governmental charges not
         yet subject to penalties for non-payment or which are being contested
         in good faith by appropriate proceedings provided appropriate reserves
         required pursuant to GAAP have been made in respect thereof;

            (3) Liens in favor of issuers of surety or performance bonds or
         letters of credit or bankers' acceptances issued pursuant to the
         request of and for the account of such Person in the ordinary course of
         its business; provided, however, that such letters of credit do not
         constitute Indebtedness;

            (4) encumbrances, ground leases, easements or reservations of, or
         rights of others for, licenses, rights of way, sewers, electric lines,
         telegraph and telephone lines and other similar purposes, or zoning,
         building codes or other restrictions (including, without limitation,
         minor defects or irregularities in title and similar encumbrances) as
         to the use of real properties or liens incidental to the conduct of the
         business of such Person or to the ownership of its properties which do
         not in the aggregate materially adversely affect the value of said
         properties or materially impair their use in the operation of the
         business of such Person;

            (5) pledges or deposits by the Company or any of its Restricted
         Subsidiaries under workers' compensation laws, unemployment insurance
         laws or similar legislation, or good faith deposits in connection with
         bids, tenders, contracts (other than for the payment of Indebtedness)
         or leases to which the Company or any of its Restricted Subsidiaries is
         a party, or deposits to secure public or statutory obligations of the
         Company or any of its Restricted Subsidiaries or deposits of cash or
         United States government bonds to secure surety or appeal bonds to
         which the Company or any of its Restricted Subsidiaries is a party, or
         deposits as security for contested taxes or import or customs duties or
         for the payment of rent, in each case incurred in the ordinary course
         of business;

            (6) Liens securing Hedging Obligations so long as the related
         Indebtedness is, and is permitted to be under this Indenture, secured
         by a Lien on the same property securing such Hedging Obligation;

            (7) leases, licenses, subleases and sublicenses of assets
         (including, without limitation, real property and intellectual property
         rights), which do not materially interfere with the ordinary conduct of
         the business of the Company or any of its Restricted Subsidiaries;

            (8) judgment Liens not giving rise to an Event of Default so long as
         such Lien is adequately bonded and any appropriate legal proceedings
         which may have been duly initiated for the review of such judgment have
         not been finally terminated or the period within which such proceedings
         may be initiated has not expired;

            (9) Liens for the purpose of securing the payment of all or a part
         of the purchase price of, or Capitalized Lease Obligations, purchase
         money obligations or other payments incurred to finance the
         acquisition, improvement or construction of, assets or property
         acquired or constructed in the ordinary course of business; provided
         that:


                                       57
<PAGE>

                  (a) the aggregate principal amount of Indebtedness secured by
            such Liens is otherwise permitted to be incurred under this
            Indenture and does not exceed the cost of the assets or property so
            acquired or constructed; and

                  (b) such Liens are created within 180 days of construction or
            acquisition of such assets or property and do not encumber any other
            assets or property of the Company or any Restricted Subsidiary other
            than such assets or property and assets affixed or appurtenant
            thereto;

            (10) Liens arising solely by virtue of any statutory or common law
         provisions relating to banker's Liens, rights of set-off or similar
         rights and remedies as to deposit accounts or other funds maintained
         with a depositary institution; provided that:

                  (a) such deposit account is not a dedicated cash collateral
            account and is not subject to restrictions against access by the
            Company in excess of those set forth by regulations promulgated by
            the Federal Reserve Board; and

                  (b) such deposit account is not intended by the Company or any
            Restricted Subsidiary to provide collateral to the depository
            institution;

            (11) Liens arising from Uniform Commercial Code financing statement
         filings regarding operating leases entered into by the Company and its
         Restricted Subsidiaries in the ordinary course of business;

            (12) Liens existing on the date of this Indenture;

            (13) Liens on property or shares of stock of a Person at the time
         such Person becomes a Restricted Subsidiary; provided, however, that
         such Liens are not created, incurred or assumed in connection with, or
         in contemplation of, such other Person becoming a Restricted
         Subsidiary; provided further, however, that any such Lien may not
         extend to any other property owned by the Company or any Restricted
         Subsidiary;

            (14) Liens on property at the time the Company or a Restricted
         Subsidiary acquired the property, including any acquisition by means of
         a merger or consolidation with or into the Company or any Restricted
         Subsidiary; provided, however, that such Liens are not created,
         incurred or assumed in connection with, or in contemplation of, such
         acquisition; provided further, however, that such Liens may not extend
         to any other property owned by the Company or any Restricted
         Subsidiary;

            (15) Liens securing Indebtedness or other obligations of a
         Restricted Subsidiary owing to the Company or another Restricted
         Subsidiary;

            (16) Liens securing the Notes and Subsidiary Guarantees; and

            (17) any interest or title of a lessor under any Capitalized Lease
         Obligation or operating lease.


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Section 4.13   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 Subsidiaries, taken as a
whole.

Section 4.14   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:

                  (1) its corporate existence, and the corporate, partnership or
            other existence of each of the Subsidiary Guarantors, in accordance
            with the respective organizational documents (as the same may be
            amended from time to time) of the Company or any such Subsidiary
            Guarantor; and

                  (2) the rights (charter and statutory), licenses and
            franchises of the Company and the Subsidiary Guarantors;

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 the Subsidiary Guarantors, 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 Restricted Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15   Offer to Repurchase Upon a Change of Control.

         (a) Upon the occurrence of a Change of Control, each Holder shall have
the right to require the Company to make an offer (a "Change of Control Offer")
to that Holder to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Notes at a purchase price equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest and
Additional Interest on the Notes repurchased, 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 stating:

                  (1) a description of the transaction or transactions that
            constitute a Change of Control and that the Change of Control Offer
            is being made pursuant to this Section 4.15 and that all Notes
            tendered will be accepted for payment;

                  (2) the purchase price and the purchase date, which shall be
            no earlier than 30 days and not later than 60 days from the date
            such notice is mailed (the "Change of Control Payment Date");

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

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

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

                                       59
<PAGE>

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

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

         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 those 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 4.15, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.15 by virtue of such conflict.

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

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

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

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

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

         Prior to complying with any of the provisions of this Section 4.15, but
in any event within 90 days following a Change of Control, the Company shall
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this covenant. 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.

         (c) Notwithstanding anything to the contrary in this Section 4.15, 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 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer.


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<PAGE>

         (d) The provisions described in this Section 4.15 that require the
Company to make a Change of Control Offer following a Change of Control shall be
applicable whether or not any other provisions of this Indenture are applicable.

         (e) Notwithstanding the foregoing, the Company shall not be required to
make a Change of Control Offer, as provided above, if, in connection with or in
contemplation of any Change of Control, it has made an offer to purchase (an
"Alternate Offer") any and all Notes validly tendered at a cash price equal to
or higher than the Change of Control Payment and has purchased all Notes
properly tendered in accordance with the terms of such Alternate Offer.

Section 4.16   Payments for Consent.

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

Section 4.17   Additional Subsidiary Guarantees.

         If the Company or any of its Restricted Subsidiaries acquires or
creates another Subsidiary after the date of this Indenture that guarantees the
Company's Existing Credit Agreement, then that newly acquired or created
Subsidiary shall become a Guarantor and execute a supplemental indenture and
deliver an Opinion of Counsel satisfactory to the Trustee within 10 Business
Days of the date on which it was acquired or created; provided, however, that
this Section 4.17 shall not apply to Subsidiaries that have properly been
designated as Unrestricted Subsidiaries in accordance with this Indenture for so
long as they continue to constitute Unrestricted Subsidiaries; without limiting
this Section 4.17, the Guarantee of such acquired or created Subsidiary shall be
subject to the subordination provisions contained in Article 11.

Section 4.18   Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and its
Restricted Subsidiaries in the Subsidiary properly designated shall be deemed to
be an Investment made as of the time of the designation and shall reduce the
amount available for Restricted Payments under the first paragraph of the
covenant described above under Section 4.07 hereof or Permitted Investments, as
determined by the Company. That designation shall only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.

Section 4.19   No Senior Subordinated Debt.

         The Company shall not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of the Company and senior in any respect in
right of payment to the Notes. No Guarantor will incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to the Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.


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<PAGE>

Section 4.20   Consummation of Spin-off.

         Notwithstanding anything herein to the contrary, nothing in this
Indenture, including the restrictions described in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21 and 5.01,
shall be interpreted to prohibit or restrict, and none of the terms and
conditions of this Indenture shall apply to, the consummation of the Spin-off
and the other transactions contemplated thereby, including, without limitation,
the transfer of certain Subsidiaries of the Company to GHC and the entering into
and performance by GHC, its Subsidiaries and the Company of their respective
obligations under the Spin-off Documents and the related transactions, in each
case as described by the Offering Circular with such modifications thereto that
are not materially adverse to the Holders.

Section 4.21   Limitation on Activities of the Company.

         In the event that the Spin-off occurs by February 27, 2004, the Company
agrees that in consideration inter alia for the transfer of the net proceeds of
the offering of the GHC Notes from GHC to the Company, the Company will convey
to GHC all or substantially all of its Subsidiaries that comprise the eldercare
business and are included in the audited financial statements of GHC dated as of
or for the period ended September 30, 2002 filed with GHC's Form 10 on October
10, 2003 in accordance with the terms of the Spin-off Documents, as described in
the Offering Circular with such modifications thereto that are not materially
adverse to the Holders.

Section 4.22   Spin-off.

         If the Spin-off does not occur on or prior to February 27, 2004, the
Company and GHC agree that GHC will merge with and into the Company by no later
than March 31, 2004. By operation of law, the Company will assume the GHC Notes
and all references to the Company in the GHC Notes will be replaced with the
Company. In addition, the Company and GHC will agree to execute all other
documents necessary to assume the GHC Notes and the Company will cause each of
its Restricted Subsidiaries that guarantee the Company's Existing Credit
Agreement or will guarantee any of the Company's Credit Facilities, as the case
may be, to become a Guarantor of the GHC Notes.

                                   ARTICLE 5.
                                  SUCCESSORS

Section 5.01   Merger, Consolidation or Sale of Assets.

         The Company may not, directly or indirectly: (1) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation) or (2) sell, assign, 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:

            (1) 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, transfer,
         conveyance or other disposition has been made is a corporation
         organized or existing under the laws of the United States, any state of
         the United States or the District of Columbia;


                                       62
<PAGE>

            (2) the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, conveyance or other disposition has been made
         assumes all the obligations of the Company under the Notes and this
         Indenture pursuant to agreements reasonably satisfactory to the
         Trustee;

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

            (4) other than the merger of GHC with and into the Company if the
         Spin-off does not occur by February 27, 2004, the Company or the Person
         formed by or surviving any such consolidation or merger (if other than
         the Company), or to which such sale, assignment, transfer, conveyance
         or other disposition has 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 Section 4.09(a) hereof.

         The Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.

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 a transaction that is subject to, and that complies with the
provisions of, 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 of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions 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:

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

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

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


                                       63
<PAGE>

            (4) failure by the Company or any of its Restricted Subsidiaries for
         30 days after notice to comply with the provisions of Sections 4.07.
         4.09, 4.10 or 4.15 hereof;

            (5) failure by the Company or any of its Restricted Subsidiaries for
         60 days after notice to comply with any of its other agreements in this
         Indenture or the Notes;

            (6) default under any mortgage, indenture or instrument under which
         there may be issued or by which there may be secured or evidenced any
         Indebtedness for money borrowed by the Company or any of its Restricted
         Subsidiaries (or the payment of which is guaranteed by the Company or
         any of its Restricted Subsidiaries) whether such Indebtedness or
         guarantee now exists, or is created after the date of this Indenture,
         if that default:

                  (a) is caused by a failure to pay principal of, or interest or
            premium, if any, on such Indebtedness prior to the expiration of the
            grace period provided in such Indebtedness on the date of such
            default (a "Payment Default"); or

                  (b) results in the acceleration of such Indebtedness prior to
            its express maturity,

            and, in each case, the principal amount of any such Indebtedness,
            together with the principal amount of any other such Indebtedness
            under which there has been a Payment Default or the maturity of
            which has been so accelerated, aggregates $20.0 million or more;

            (7) failure by the Company or any of its Restricted Subsidiaries to
         pay final judgments aggregating in excess of $20.0 million, which
         judgments are not paid, discharged or stayed for a period of 60 days;

            (8) except as permitted by this Indenture, any Subsidiary Guarantee
         shall be held in any judicial proceeding to be unenforceable or invalid
         or shall cease for any reason to be in full force and effect or any
         Guarantor, or any Person acting on behalf of any Guarantor, shall deny
         or disaffirm its obligations under its Subsidiary Guarantee; and

            (9) the Company or any of its Restricted Subsidiaries that is a
         Significant Subsidiary or any group of Restricted Subsidiaries that,
         taken as a whole, would constitute a Significant Subsidiary pursuant to
         or within the meaning of any Bankruptcy Law:

                  (A) commences a voluntary case,

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

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

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

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

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


                                       64
<PAGE>

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

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

                  (C) orders the liquidation of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries that, taken as a whole, would
            constitute a Significant Subsidiary;

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

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under this Indenture except a continuing Default or Event of Default in the
payment of interest or Additional Interest on, or the principal of, the Notes.

Section 6.02   Acceleration.

         In the case of an Event of Default specified in clause (9) or (10) of
Section 6.01 hereof, with respect to the Company, any Subsidiary that is a
Significant Subsidiary or any group of Subsidiaries that, taken together, would
constitute a Significant Subsidiary, all outstanding Notes will become due and
payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately.

         Holders of the Notes may not enforce this Indenture or the Notes except
as provided in this 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 if it
determines that withholding notice is in their interest, except a Default or
Event of Default relating to the payment of principal or interest or Additional
Interest.

         In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the
intention of avoiding payment of the premium that the Company would have had to
pay if the Company then had elected to redeem the Notes pursuant to the optional
redemption provisions of this Indenture, an equivalent premium will also become
and be immediately due and payable to the extent permitted by law upon the
acceleration of the Notes. If an Event of Default occurs prior to November 15,
2008, by reason of any willful action (or inaction) taken (or not taken) by or
on behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to November 15, 2008, then the premium specified
in this Indenture will also become immediately due and payable to the extent
permitted by law upon the acceleration of the Notes.

         The Company must promptly notify holders of Senior Debt if payment of
the Notes is accelerated because of an Event of Default.


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Section 6.03   Other Remedies.

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

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

Section 6.04   Waiver of Past Defaults.

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

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 and the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction. However,
the Trustee may refuse to follow any direction that conflicts with law or this
Indenture that the Trustee determines may be unduly prejudicial to the rights of
other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06   Limitation on Suits.

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

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

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

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

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


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<PAGE>

            (5) 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 Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08   Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(1) or (2) 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 Additional Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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 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 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:


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<PAGE>

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

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

            Third: to the 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.

Section 6.12   Restoration of Rights and Remedies.

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

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01   Duties of Trustee.

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

         (b) Except during the continuance of an Event of Default known to the
Trustee under Section 7.02(g) hereof:

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


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<PAGE>

            (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, 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).

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

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

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

            (3) the Trustee shall not be liable with respect to any action it
         takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Sections 6.02 or 6.05 hereof.

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

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

         (f) The Trustee shall not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company or any
Guarantor. 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.

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

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its own selection, and the 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.


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<PAGE>

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

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

         (e) 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.

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

         (g) The Trustee is not required to take notice or deemed to have notice
of any default or Event of Default hereunder, except Events of Default under
Section 6.01(1) and (2), unless a Responsible Officer of the Trustee has actual
knowledge thereof or has received at the Corporate Trust Office of the Trustee
notice in writing of such default or Event of Default from the Company or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, and in the absence of any such notice, the Trustee may conclusively
assume that no such default or Event of Default exists.

         (h) The Trustee is not required to give any bond or surety with respect
to the performance of its duties or the exercise of its powers under this
Indenture.

         (i) In the event the Trustee receives inconsistent or conflicting
requests and indemnity from two or more groups of Holders of Notes, each
representing less than a majority in aggregate principal amount of the Notes
Outstanding, pursuant to the provisions of this Indenture, the Trustee, in its
sole discretion, may determine what action, if any, shall be taken.

         (j) The Trustee's immunities and protections from liability and its
right to indemnification in connection with the performance of its duties under
this Indenture shall extend to and shall be enforceable by the Trustee in each
of its capacities hereunder and the Trustee's officers, directors, agents,
attorneys and employees. Such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal, the defeasance or discharge of
this Indenture and final payment of the Notes.

         (k) The permissive right of the Trustee to take the actions permitted
by this Indenture shall not be construed as an obligation or duty to do so.

         (l) Except for information provided by the Trustee concerning the
Trustee, the Trustee shall have no responsibility for any information in any
offering circular or other disclosure material distributed with respect to the
Notes, and the Trustee shall have no responsibility for compliance with any
state or federal securities laws in connection with the Notes.

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


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<PAGE>

Section 7.03   Individual Rights of Trustee.

         The Trustee or any Affiliate of 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 or any Guarantor or Affiliate
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 Commission 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
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 or
Additional Interest, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Board of Directors or a trust
committee of Responsible Officers in good faith determines that withholding the
notice is in the interests of the Holders of the Notes.

Section 7.06   Reports by Trustee to Holders of the Notes.

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

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

Section 7.07   Compensation and Indemnity.

         (a) The Company and the Guarantors shall pay to the Trustee from time
to time such reasonable compensation for its acceptance of this Indenture and
services hereunder as the parties shall agree in writing from time to time. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company and the Guarantors shall reimburse the
Trustee promptly upon request for all reasonable disbursements, advances and
expenses incurred or made by it in addition to the compensation for its
services. Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee's agents and counsel.


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<PAGE>

         (b) The Company and the Guarantors (on a joint and several basis) shall
indemnify each of the Trustee and any predecessor Trustee, for, and hold each of
them harmless against, any and all claims, loss, damage, liability, costs and
expenses (including but not limited to attorneys' fees and expenses and taxes,
other than taxes based upon the income of the Trustee) incurred by it arising
out of or in connection with the acceptance or administration of its duties
under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company and the Guarantors (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company, the
Guarantors 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 any such loss, liability or expense may be attributable to its
negligence or willful misconduct. 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 of the Guarantors of
their obligations hereunder. The Company or such Guarantor shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. Neither the Company nor any Guarantor need pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

         (c) The obligations of the Company and the Guarantors under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture and
the resignation or removal of the Trustee.

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

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(9) or (10) 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.

         (f) The Trustee shall comply with the provisions of TIAss. 313(b)(2) to
the extent applicable.

Section 7.08      Replacement of Trustee.

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

         (b) The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the 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:

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

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

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

            (4) the Trustee becomes incapable of acting.


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<PAGE>

         (c) 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.

         (d) If a successor Trustee does not take office within 60 days
following the date of any notice of resignation or removal of the Trustee under
Section 7.08(b) hereof, the retiring Trustee (at the expense of the Company),
the Company, or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (f) A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the 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 Person, 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 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 ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b) including the provision in ss.310(b)(i); provided that there shall be
excluded from the operation of TIA ss.310(b)(i) any indenture or indentures
under which other securities, or conflicts of interest or participation in other
securities, of the Company or the Guarantors are outstanding if the requirements
for exclusion set forth in TIA ss.310(b)(i) are met.

Section 7.11   Preferential Collection of Claims Against Company.

         The Trustee is subject to TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 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 be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02   Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Subsidiary Guarantees) 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 will be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes (including the Subsidiary Guarantees), which will 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 clauses (1) and (2) below,
and to have satisfied all their other obligations under such Notes, the
Subsidiary Guarantees 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 will survive until otherwise
terminated or discharged hereunder:

            (1) the rights of Holders of outstanding Notes to receive payments
         in respect of the principal of, or interest or premium and Additional
         Interest, if any, on such Notes when such payments are due from the
         trust referred to in Section 8.04 hereof;

            (2) the Company's obligations with respect to the Notes concerning
         issuing temporary Notes, registration of Notes, mutilated, destroyed,
         lost or stolen Notes and the maintenance of an office or agency for
         payment and money for security payments held in trust provided under
         Article 2 and Section 4.02 hereof;

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

            (4) under the provisions of 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 the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in
Sections 4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18,
4.19, 4.21 and 4.22 hereof and Article 5 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.04 hereof 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


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connection with such covenants, but will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and the Guarantees,
the Company and the Guarantors may omit to comply with and will 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 will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes and the Guarantees will be unaffected thereby. In addition, upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(3) through 6.01(8) hereof will not constitute
Events of Default.

Section 8.04   Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

            (1) the Company must irrevocably deposit with the Trustee, in trust,
         for the benefit of the Holders of the Notes, cash in U.S. dollars,
         non-callable Government Securities, or a combination of cash in U.S.
         dollars and non-callable Government Securities, in amounts as will be
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants, to pay the principal of, or interest
         and premium and Additional Interest, if any, on the outstanding Notes
         on the stated maturity 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;

            (2) in the case of Legal Defeasance, the Company has delivered to
         the Trustee an Opinion of Counsel 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
         thereon such 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 such Legal Defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such Legal
         Defeasance had not occurred;

            (3) in the case of Covenant Defeasance, the Company has delivered to
         the Trustee an Opinion of Counsel 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;

            (4) no Default or Event of Default has occurred and is continuing on
         the date of such deposit (other than a Default or Event of Default
         resulting from the borrowing of funds to be applied to such deposit);

            (5) such 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;


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<PAGE>

            (6) 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 Notes over the other creditors of the Company
         with the intent of defeating, hindering, delaying or defrauding
         creditors of the Company or others; and

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

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
will 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 and Additional Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company will 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.

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will 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(1) 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 or
Additional Interest, if any, or interest on any Note and remaining unclaimed for
two years after such principal, premium or Additional Interest, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to 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, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which will 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. In the absence of a written
request from the Company to return unclaimed funds to the Company, the Trustee
shall from time to time deliver all unclaimed funds to or as directed by
applicable escheat authorities, in accordance with the customary practices and
procedures of the Trustee. Any unclaimed funds held by the Trustee pursuant to
this Section 8.06 shall be held uninvested and without any liability for
interest.


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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 the Guarantor's obligations under this
Indenture and the Notes and the Subsidiary Guarantees will 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 or Additional Interest, if any, or interest on any Note following the
reinstatement of its obligations, the Company will 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 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
without the consent of any Holder of a Note:

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

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

            (3) to provide for the assumption of the Company's obligations to
         Holders of Notes in the case of a merger or consolidation or sale of
         all or substantially all of the Company's assets;

            (4) to make any change that would provide any additional rights or
         benefits to the Holders of Notes or that does not adversely affect the
         legal rights under this Indenture of any Holder;

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

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

            (7) to release a Guarantor from its obligation under its Subsidiary
         Guarantee or this Indenture in accordance with the terms of this
         Indenture;

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

            (9) to evidence and provide the acceptance of the appointment of a
         successor Trustee under this Indenture.


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<PAGE>

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in
Sections 7.02(b) and 9.06 hereof, the Trustee will 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 will
not be obligated to enter into any 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 and the
Trustee may amend or supplement this Indenture (including, without limitation,
Sections 3.10, 4.10 and 4.15 hereof) and the Notes with the consent of the
Holders of at least a majority in principal amount of the Notes (including,
without limitation, Additional Notes, if any) then outstanding voting as a
single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium or Additional Interest, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture or the Notes may be waived
with the consent of the Holders of a majority in 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 Sections 7.02(b) and 9.06 hereof, the
Trustee will 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 will not be
obligated to, enter into such amended or supplemental Indenture.

         It is not 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 is sufficient if such consent approves the substance thereof.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will 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, will not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04, 6.07 and 11.13
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):

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

            (2) reduce the principal of or change the fixed maturity of any Note
         or alter the provisions with respect to the redemption of the Notes
         (other than provisions relating to Sections 3.10, 4.10 and 4.15 hereof;


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<PAGE>

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

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

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

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

            (7) waive a redemption payment with respect to any Note (including a
         payment required by Sections 3.10, 4.10 and 4.15 hereof);

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

            (9) make any change in the preceding amendment and waiver
         provisions.

         Any amendment or supplement to the provisions of this Indenture
relating to the subordination or legal or covenant defeasance provisions that
materially adversely affects the rights of the holders of Senior Debt then
outstanding will require the consent of such holders of Senior Debt or the agent
therefore, acting on their behalf.

Section 9.03   Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes will be
set forth in an 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.


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<PAGE>

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

Section 9.06   Trustee to Sign Amendments, etc.

         The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.

                                  ARTICLE 10.
                                  GUARANTEES

Section 10.01  Guarantee.

         (a) Subject to this Article 10 and the subordination provisions of
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:

                  (1) the principal of, premium and Additional Interest, if any,
            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

                  (2) 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 will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
Guarantee of payment and not a Guarantee of collection.

         (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the 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 covenant that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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<PAGE>

         (c) 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 the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

         (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations Guaranteed
hereby until payment in full of all obligations Guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations Guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
Guaranteed hereby, and (2) 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) will forthwith become due and payable by the Guarantors for
the purpose of this Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantee.

Section 10.02  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 this Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of any 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 Guarantee. To effectuate the foregoing intention, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor shall be limited to the maximum amount that 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 10, result in the obligations of such Guarantor
under its Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03  Execution and Delivery of the Guarantee.

         To evidence its Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form
attached as Exhibit E hereto will be endorsed by an Officer of such Guarantor on
each Note authenticated and delivered by the Trustee and that this Indenture
will be executed on behalf of such Guarantor by one of its Officers.

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

         If an Officer whose signature is on this Indenture or on the Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Guarantee is endorsed, the Guarantee will be valid nevertheless.

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

         In the event that the Company creates or acquires a Subsidiary, after
the date of this Indenture, if required by Section 4.17 hereof, the Company will
cause such Subsidiary to comply with the provisions of Section 4.17 hereof and
this Article 10, to the extent applicable.


                                       81
<PAGE>

Section 10.04  Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 10.05, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:

            (1) immediately after giving effect to such transaction, no Default
         or Event of Default exists; and

            (2) either:

                  (a) subject to Section 10.05 hereof, the Person acquiring the
            property in any such sale or disposition or the Person formed by or
            surviving any such consolidation or merger unconditionally assumes
            all the obligations of that Guarantor, (i) pursuant to a
            supplemental indenture in form and substance reasonably satisfactory
            to the Trustee, under the Notes, this Indenture and the Guarantee
            and (ii) pursuant to a supplemental agreement, under the
            Registration Rights Agreement, in each case on the terms set forth
            herein or therein; or

                  (b) 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.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Guarantees
so issued will in all respects have the same legal rank and benefit under this
Indenture as the Guarantees theretofore and thereafter issued in accordance with
the terms of this Indenture as though all of such Guarantees had been issued at
the date of the execution hereof.

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 10.05  Release of Subsidiary Guarantors from Obligations.

         (a) In the event of any sale or other disposition of all or
substantially all of the assets of any Subsidiary Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all to the Capital
Stock of any Subsidiary Guarantor, in each case to a Person that is not (either
before or after giving effect to such transactions) a Subsidiary of the Company,
then such Subsidiary Guarantor (in the event of a sale or other disposition, by
way of merger, consolidation or otherwise, of all of the Capital Stock of such
Subsidiary Guarantor) or the corporation acquiring the property (in the event of
a sale or other disposition of all or substantially all of the assets of such
Subsidiary Guarantor) shall be released and relieved of any obligations under
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 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 Subsidiary Guarantor from its
obligations under its Subsidiary Guarantee.


                                       82
<PAGE>

         (b) If the Company designates any Restricted Subsidiary that is a
Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section
4.18 of this Indenture, then such Subsidiary Guarantor shall be released and
relieved of any Obligations under its Subsidiary Guarantee in accordance with
the provisions of this Indenture.

         (c) Upon the full and unconditional release of a Guarantee by a
Subsidiary under all then outstanding Credit Facilities, then such Subsidiary
Guarantor shall be released and relieved of any Obligations under its Subsidiary
Guarantee in accordance with the provisions of this Indenture; provided,
however, that in the event that any such Subsidiary thereafter Guarantees any
Indebtedness of the Company under any Credit Facility (or if any released
Guarantee under any Credit Facility is reinstated or renewed), then such
Subsidiary shall be required to be a Subsidiary Guarantor by executing a
supplemental indenture and providing the Trustee with an Officer's Certificate
and an Opinion of Counsel.

         (d) Any Subsidiary 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 10.

                                  ARTICLE 11.
                                 SUBORDINATION

Section 11.01  Agreement to Subordinate.

         Each of the Company and the Guarantors agrees, and each Holder by
accepting a Note agrees, that the Indebtedness evidenced by the Notes and the
Guarantees is subordinated in right of payment, to the extent and in the manner
provided in this Article 11, to the prior payment in full in cash of all Senior
Debt (whether outstanding on the date hereof or hereafter created, incurred,
assumed or Guaranteed), and that the subordination is for the benefit of the
holders of Senior Debt.

Section 11.02  Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company or a Guarantor in a
liquidation or dissolution of the Company or such Guarantor, in a bankruptcy,
reorganization, insolvency, receivership or similar proceeding relating to the
Company or a Guarantor or their property, in an assignment for the benefit of
creditors or in any marshalling of the assets and liabilities of the Company or
a Guarantor, the holders of Senior Debt shall be entitled to receive payment in
full in cash or Cash Equivalents of all Obligations due in respect of such
Senior Debt (including interest after the commencement of any such proceeding at
the rate specified in the applicable Senior Debt) before the Holders of Notes
will be entitled to receive any payment with respect to the Notes or the
Guarantees, and until all Obligations with respect to Senior Debt are paid in
full in cash, any distribution to which the Holders of Notes would be entitled
shall be made to the holders of Senior Debt (except, in each case, that Holders
of Notes may receive Permitted Junior Securities and payments made from the
trust described under Article 8).


                                       83
<PAGE>

Section 11.03  Default on Designated Senior Debt.

         The Company may not make any payment in respect of the Notes (except in
Permitted Junior Securities or from the trust described under Article 8) and
will not make any deposit pursuant to the provisions described under Article 8
if:

                  (1) a payment default on Designated Senior Debt (including,
            without limitation, upon any acceleration of the maturity thereof)
            occurs and is continuing; or

                  (2) any other default occurs and is continuing on any series
            of Designated Senior Debt that permits holders of that series of
            Designated Senior Debt to accelerate its maturity and the Trustee
            receives a notice of such default (a "Payment Blockage Notice") from
            the Company or the representative of any Designated Senior Debt.

            Payments on the Notes may and will be resumed:

                  (1) in the case of a payment default, upon the date on which
            such default is cured or waived; and

                  (2) in the case of a nonpayment default, upon the earlier of
            (x) the date on which such nonpayment default is cured or waived (so
            long as no other default exists), (y) 179 days after the date on
            which the applicable Payment Blockage Notice is received, or (z) the
            date on which the trustee receives notice from a representative of
            Designated Senior Debt rescinding such Payment Blockage Notice,
            unless, in each case, the maturity of any Designated Senior Debt has
            been accelerated.

            No new Payment Blockage Notice may be delivered unless and until:

                  (1) 360 days have elapsed since the delivery of the
            immediately prior Payment Blockage Notice; and

                  (2) all scheduled payments of principal, interest and premium
            and Additional Interest, if any, on the Notes that have come due
            have been paid in full in cash.

         No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee will be, or be made, the
basis for a subsequent Payment Blockage Notice unless such default has been
cured or waived for a period of not less than 90 days.

Section 11.04  Acceleration of Notes.

         If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 11.05  When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes and the Guarantees at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Article 11 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon proper written request, to, the holders of Senior Debt as their
interests may appear or their Representative under this Indenture or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their
respective interests may appear, which with respect to any and all Indebtedness
outstanding under the Credit Agreement, shall mean the agent for such holders,
for application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.


                                       84
<PAGE>

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 11, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 11, except if such payment is made as a
result of the willful misconduct or negligence of the Trustee.

Section 11.06  Notice by Company

         The Company shall promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes and the Guarantees to violate this Article 11, but
failure to give such notice shall not affect the subordination of the Notes and
the Guarantees to the Senior Debt as provided in this Article 11.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a person representing himself to be a holder of Senior Debt
(or a trustee or agent on behalf of such holder) to establish that such notice
has been given by a holder of Senior Debt (or a trustee or agent on behalf of
any such holder). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any person as holder
of Senior Debt to participate in any payment or distribution pursuant to this
Article 11, the Trustee may request such person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such person and the extent to which such person is entitled to participate in
such payment or distribution. If such evidence is not furnished, the Trustee may
defer any payment which it may be required to make for the benefit of such
person pursuant to the terms of this Indenture pending judicial determination as
to the rights of such person to receive such payment.

Section 11.07  Subrogation.

         After all Senior Debt is paid in full in cash and until the Notes are
paid in full, Holders of Notes shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 11 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company or the Guarantors on
the Notes and the Guarantees.

Section 11.08  Relative Rights.

         This Article 11 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:


                                       85
<PAGE>

                  (1) impair, as between the Company and Holders of Notes, the
            obligation of the Company, which is absolute and unconditional, to
            pay principal of and interest on the Notes in accordance with their
            terms;

                  (2) affect the relative rights of Holders of Notes and
            creditors of the Company other than their rights in relation to
            holders of Senior Debt; or

                  (3) prevent the Trustee or any Holder of Notes from exercising
            its available remedies upon a Default or Event of Default, subject
            to the rights of holders and owners of Senior Debt to receive
            distributions and payments otherwise payable to Holders of Notes.

         If the Company fails because of this Article 11 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

Section 11.09  Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Indenture.

Section 11.10  Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

         Upon any payment or distribution of assets of the Company or the
Guarantors referred to in this Article 11, the Trustee and the Holders of Notes
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Notes for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior Debt and
other Indebtedness of the Company and the Guarantors, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 11.

Section 11.11  Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article 11 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office of the Trustee at least three Business Days prior to the
date of such payment written notice of facts that would cause the payment of any
Obligations with respect to the Notes to violate this Article 11. Only the
Company or a Representative may give the notice. Nothing in this Article 11
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 7.07 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

                                       86
<PAGE>

Section 11.12  Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 11, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the credit agents are hereby authorized to file an appropriate claim
for and on behalf of the Holders of the Notes.

Section 11.13  Amendments.

         The provisions of this Article 11 shall not be amended or modified
without the written consent of the holders of at least 75% in aggregate
principal amount of the Notes then outstanding if such amendment would adversely
affect the rights of Holders of Notes.

                                  ARTICLE 12.
                           satisfaction and discharge

Section 12.01  Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

            (1) either:

                  (a) all Notes that have been authenticated, except lost,
            stolen or destroyed Notes that have been replaced or paid and Notes
            for whose payment money has 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 mailing of
            a notice of redemption or otherwise or will become due and payable
            within one year, and the Company has irrevocably deposited or caused
            to be deposited with the Trustee as trust funds in trust solely for
            the benefit of the Holders, cash in U.S. dollars, non-callable
            Government Securities, or a combination of cash in U.S. dollars and
            non-callable Government Securities, in 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
            Additional Interest, if any, and accrued interest to the date of
            maturity or redemption;

            (2) no Default or Event of Default has occurred and is continuing on
         the date of the deposit or will occur as a result of the deposit and
         the deposit will not result in a breach or violation of, or constitute
         a default under, any other instrument to which the Company or any
         Guarantor is a party or by which the Company or any Guarantor is bound;

            (3) the Company has paid or caused to be paid (or deposited for
         payment as set forth above) all sums payable by it under this
         Indenture; and


                                       87
<PAGE>

            (4) 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 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, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01; provided 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.

                                  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 ss.318(c), the imposed duties will 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:

         Genesis Health Ventures, Inc.
         7 East Lee Street
         Baltimore, Maryland 21202
         Attention:  John F. Gaither, Jr.
         Fax: (253) 390-6623


                                       88
<PAGE>

         With a copy to:

         Blank Rome LLP
         One Logan Square
         Philadelphia, PA  19103-6998
         Attention:  Francis E. Dehel
         Fax: (215) 569-5555

         If to the Trustee:

         The Bank of New York
         101 Barclay Street, Floor 8 West
         New York, New York 10286
         Attn: Corporate Finance Unit
         Fax: (212) 815-5707

         The Company, any Guarantor 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) will
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. Notwithstanding the foregoing, notices
to the Trustee shall be effective only upon receipt.

         Any notice or communication to a Holder will 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 will also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it will 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 will 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 ss. 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 ss.
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, the Company shall furnish to the Trustee:

            (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in this Indenture relating to the proposed action have been satisfied;
         and


                                       89
<PAGE>

            (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 13.05 hereof) 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 ss. 314(a)(4)) must comply with the provisions of TIA ss. 314(e)
and must include:

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

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

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

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

Section 13.06  Rules by Trustee and Agents.

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

Section 13.07  No Personal Liability of Directors, Officers, Employees and
Stockholders.

         No past, present or future director, officer, employee, incorporator or
shareholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Subsidiary Guarantees, or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

Section 13.08  Governing Law.

         THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES AND THE RIGHTS
AND DUTIES OF THE PARTIES HEREUNDER AND THEREUNDER AND ALL MATTERS ARISING OUT
OF OR RELATING TO THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


                                       90
<PAGE>

Section 13.09  Submission to Jurisdiction and Waiver of Jury Trial.

         The Parties to this Indenture each hereby irrevocably submit to the
non-exclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan in The City of New York in any action or proceeding arising
out of or relating to the Notes, the Guarantees or this Indenture, and all such
parties hereby irrevocably agree that all claims in respect of such action or
proceeding may be heard and determined in such New York State or federal court
and hereby irrevocably waive, to the fullest extent that they may legally do so,
the defense of an inconvenient forum to the maintenance of such action or
proceeding. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES,
THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.10  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 13.11  Successors.

         All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05.

Section 13.12  Severability.

         In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 13.13  Counterpart Originals.

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

Section 13.14  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 will in no
way modify or restrict any of the terms or provisions hereof.

Section 13.15  Acts of Holders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section 13.15.


                                       91
<PAGE>

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgements of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

         (c) The ownership of the Notes shall be proved by the Holder list
maintained pursuant to Section 2.05 hereof.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Note shall bind every future Holder of
the same Note and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Note.

         (e) 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 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. If such 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
outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent 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.

                         [Signatures on following page]



                                       92
<PAGE>


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

                                    GENESIS HEALTH VENTURES, INC.

                                    By:  /s/  Robert H. Fish
                                       ---------------------------------
                                    Name:  Robert H. Fish
                                    Title: Chief Executive Officer


                                       93
<PAGE>



                                    GUARANTORS:
                                    -----------

                                    ACCUMED, INC.

                                    ASCO HEALTHCARE OF NEW ENGLAND, INC.

                                    ASCO HEALTHCARE, INC.

                                    CARECARD, INC.

                                    COMPASS HEALTH SERVICES, INC.

                                    CONCORD PHARMACY SERVICES, INC.

                                    DELCO APOTHECARY, INC.

                                    EASTERN MEDICAL SUPPLIES, INC.

                                    EASTERN REHAB SERVICES, INC.

                                    ENCARE OF MASSACHUSETTS, INC.

                                    GENESIS HEALTH SERVICES CORPORATION
                                    t/b/k/a NeighborCare Services Corporation

                                    GENESIS HOLDINGS, INC. t/b/k/a NeighborCare
                                    Holdings, Inc.

                                    GENEVA SUB, INC.

                                    H.O. SUBSIDIARY, INC. f/k/a  HEALTHOBJECTS,
                                    INC.

                                    HEALTH CONCEPTS AND SERVICES, INC.

                                    HEALTHOBJECTS CORPORATION f/k/a NeighborWare
                                    Health Systems, Inc.

                                    HORIZON MEDICAL EQUIPMENT AND SUPPLY, INC.

                                    INSTITUTIONAL HEALTH CARE SERVICES, INC.

                                    MEDICAL SERVICES GROUP, INC.

                                    NEIGHBORCARE  HOME MEDICAL  EQUIPMENT,
                                    INC.  f/k/a United  Health Care  Services,
                                    Inc.

                                    NEIGHBORCARE INFUSION SERVICES, INC. f/k/a
                                    Vitalink Infusion Services, Inc.

                                    NEIGHBORCARE OF CALIFORNIA, INC.

                                    NEIGHBORCARE OF INDIANA, INC. f/k/a Teamcare
                                    of Indiana, Inc.


                                       94
<PAGE>

                                    NEIGHBORCARE OF NORTHERN CALIFORNIA,
                                    INC. f/k/a   Compupharm  of  Northern
                                    California, Inc.

                                    NEIGHBORCARE OF OHIO, INC.

                                    NEIGHBORCARE OF OKLAHOMA, INC. f/k/a
                                    Vitalink Subsidiary, Inc.

                                    NEIGHBORCARE OF TEXAS, INC.

                                    NEIGHBORCARE OF VIRGINIA, INC. f/k/a
                                    Teamcare of Virginia, Inc.

                                    NEIGHBORCARE OF WISCONSIN, INC. f/k/a
                                    GCI Innovative Pharmacy, Inc.

                                    NEIGHBORCARE PHARMACIES, INC.

                                    NEIGHBORCARE PHARMACY SERVICES, INC.
                                    f/k/a Vitalink Pharmacy Services, Inc.

                                    NEIGHBORCARE-MEDISCO, INC. f/k/a Medisco
                                    Pharmacies, Inc.

                                    NEIGHBORCARE-ORCA, INC. f/k/a White, Mack &
                                    Wart, Inc. d/b/a Propac Pharmacy

                                    NEIGHBORCARE-TCI, INC.

                                    PROFESSIONAL PHARMACY SERVICES, INC.
                                    SUBURBAN MEDICAL SERVICES, INC.

                                    THE TIDEWATER HEALTHCARE SHARED SERVICES
                                    GROUP, INC. f/k/a TW Acquisition Corp.


                                    By:  /s/  Robert H. Fish
                                       ---------------------------------
                                         Name:  Robert H. Fish

                                          On behalf of the foregoing  entities
                                          as an  Authorized  Signatory of such
                                          entities


                                       95
<PAGE>



                                                ASCO  HEALTHCARE OF NEW ENGLAND,
                                                LIMITED  PARTNERSHIP,  by ASCO
                                                Healthcare of New England, Inc.,
                                                its General Partner

                                                CARE4, L.P., by Institutional
                                                Health Care Services, Inc., its
                                                General Partner


                                                By:  /s/  Robert H. Fish
                                                     ---------------------------
                                                     Name:  Robert H. Fish

                                                     On behalf of the foregoing
                                                entities as an Authorized
                                                Signatory of each respective
                                                authorized General Partner


                                       96
<PAGE>


                                                AUTOMATED HOMECARE SYSTEM, LLC,
                                                by Health Objects Corporation,
                                                its authorized  Member

                                                MAIN STREET PHARMACY, L.L.C.,
                                                by  Professional Pharmacy
                                                Services, Inc. and NeighborCare
                                                Pharmacies, Inc., its authorized
                                                Members

                                                NEIGHBORCARE PHARMACY OF
                                                OKLAHOMA LLC, by NeighborCare
                                                Pharmacy Services, Inc., its
                                                authorized Member



                                                By:  /s/  Robert H. Fish
                                                     ---------------------------
                                                      Name:  Robert H. Fish

                                                      On behalf of the foregoing
                                                      entities as an Authorized
                                                      Signatory of each
                                                      respective authorized
                                                      Member

                                       97
<PAGE>



                                                THE BANK OF NEW YORK, (as
                                                Trustee and not in its
                                                individual capacity)

                                                      By: /s/ Joseph A. Lloret
                                                         -----------------------
                                                      Name:  Joseph A. Lloret
                                                      Title: Assistant Treasurer


                                       98
<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

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

                                                              CUSIP ____________

                    6.875% Senior Subordinated Notes due 2013

No. ___                                                            $____________

                          GENESIS HEALTH VENTURES, INC.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of____________________________________________________________

Dollars on November 15, 2013.

Interest Payment Dates:  May 15 and November 15

Record Dates:  May 1 and November 1

Dated:  November 4, 2003

                                                GENESIS HEALTH VENTURES, INC.

                                                By:
                                                    ----------------------------
                                                Name:  Robert H. Fish
                                                Title: Chief Executive Officer

                                                By: ____________________________
                                                Name:  George V. Hager, Jr.
                                                Title: Chief Financial Officer

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

The Bank of New York,
  as Trustee

By: _____________________________________
             Authorized Signatory

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


                                      A-1
<PAGE>


                                  Back of Note

                    6.875% Senior Subordinated Notes due 2013

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. Genesis Health Ventures, Inc., a Pennsylvania
         corporation (the "Company"), promises to pay interest on the principal
         amount of this Note at 6.875% per annum from November 4, 2003 until
         maturity and shall pay the Additional Interest, if any, payable
         pursuant to Section 5 of the Registration Rights Agreement referred to
         below. The Company will pay interest and Additional Interest, if any,
         semi-annually in arrears on May 15 and November 15 of each year, or if
         any such day is not a Business Day, on the next succeeding Business Day
         (each, an "Interest Payment Date"). Interest on the Notes will 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 May 15, 2004.
         The Company will pay interest (including post-petition interest in any
         proceeding under any Bankruptcy Law) on overdue principal and premium,
         if any, from time to time on demand at a rate that is 1% per annum in
         excess of the rate then in effect; it will pay interest (including
         post-petition interest in any proceeding under any Bankruptcy Law) on
         overdue installments of interest and Additional Interest, if any,
         (without regard to any applicable grace periods) from time to time on
         demand at the same rate to the extent lawful. Interest will be computed
         on the basis of a 360-day year composed of twelve 30-day months.

            (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
         (except defaulted interest) and Additional Interest, if any, to the
         Persons who are registered Holders of Notes at the close of business on
         each May 1 and November 1 preceding the applicable 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 will be
         payable as to principal, premium and Additional Interest, 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 Additional Interest, if
         any, may be made by check mailed to the Holders at their addresses set
         forth in the register of Holders; provided that payment by wire
         transfer of immediately available funds will be required with respect
         to principal of and interest, premium and Additional Interest, if any,
         on, all Global Notes and all other Notes the Holders of which will have
         provided wire transfer instructions to the Company or the Paying Agent.
         Such payment will be in such coin or currency of the United States of
         America as at the time of payment is legal tender for payment of public
         and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
         Trustee under the Indenture, will 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.

                                      A-2

<PAGE>

            (4) INDENTURE. The Company issued the Notes under an Indenture dated
         as of November 4, 2003 (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 ss.ss.
         77aaa-77bbbb). The Notes are subject to all such terms, and Holders are
         referred to the Indenture and such Act for a statement of such terms.
         To the extent any provision of this Note conflicts with the express
         provisions of the Indenture, the provisions of the Indenture shall
         govern and be controlling. The Notes are unsecured obligations of the
         Company.

            (5) OPTIONAL REDEMPTION.

            (a) Except as set forth in subparagraph (b) of this Paragraph 5 and
         as set forth in Paragraph 7, the Company will not have the option to
         redeem the Notes prior to November 15, 2008. Thereafter, the Company
         will have the option to redeem the Notes, in whole or in part, upon not
         less than 30 nor more than 60 days prior notice, at the redemption
         prices (expressed as percentages of principal amount) set forth below
         plus accrued and unpaid interest and Additional Interest, if any,
         thereon to the applicable redemption date, if redeemed during the
         twelve-month period beginning on November 15 of the years indicated
         below:

        Year                                                          Percentage
        2008....................................................       103.438%
        2009....................................................       102.292%
        2010....................................................       101.146%
        2011 and thereafter.....................................       100.000%

            (b) Notwithstanding the provisions of subparagraph (a) of this
         Paragraph 5, at any time prior to November 15, 2006, the Company may on
         any one of more occasions redeem up to 35% of the aggregate principal
         amount of the Notes issued under the Indenture at a redemption price
         equal to 106.875% of the principal amount, plus accrued and unpaid
         interest and Additional Interest, if any, to the redemption date, with
         net cash proceeds of one or more Equity Offerings by the Company;
         provided that at least 65% of the aggregate principal amount of the
         Initial Notes issued under the Indenture remains outstanding
         immediately after the occurrence of such redemption (excluding Notes
         held by the Company and its Subsidiaries) and that such redemption
         occurs within 90 days of the date of the closing of such Equity
         Offering.

            (6) MANDATORY REDEMPTION.

            Other than as set forth in Paragraph 7, the Company will not be
         required to make mandatory redemption or sinking fund payments with
         respect to the Notes.

            (7) SPECIAL REDEMPTION.

            Notwithstanding the foregoing, in the event that (i) in its sole
         discretion, the Company has determined that the Spin-off will not be
         consummated on or prior to February 27, 2004, then the Company may
         redeem the Notes, in whole but not in part, on or prior to February 27,
         2004 at a redemption price (the "Special Redemption Price") in cash
         equal to 101% of the issue price of the Notes, plus the accrued and
         unpaid interest to the Special Redemption Date or (ii) the Spin-off has
         not been consummated on or prior to February 27, 2004, then the Company
         shall mandatorily redeem all of the Notes on March 5, 2004 at the
         Special Redemption Price. The "Special Redemption Date" means the
         earlier of (a) the date five Business Days after the Company sends
         notice to the Trustee of a Special Redemption Date pursuant to Section
         3.01, if in its sole discretion, the Company has determined that the
         Spin-off will not be consummated on or prior to February 27, 2004, or
         (b) March 5, 2004, if the Spin-off is not consummated on or prior to
         February 27, 2004.

                                      A-3
<PAGE>

            (8) REPURCHASE AT OPTION OF HOLDER.

            (a) If there is a Change of Control, each Holder shall have the
         right to require the Company to make an offer (a "Change of Control
         Offer") to that Holder to repurchase all or any part (equal to $1,000
         or an integral multiple thereof) of that Holder's Notes at a purchase
         price equal to 101% of the aggregate principal amount thereof plus
         accrued and unpaid interest and Additional Interest 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 setting forth the procedures governing the Change of
         Control Offer as required by the Indenture.

            (b) If the Company or a Restricted Subsidiary consummates any Asset
         Sales, within five business days of each date on which the aggregate
         amount of Excess Proceeds exceeds $25.0 million, the Company will
         commence an offer 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 the Indenture with respect to offers to
         purchase or redeem with the proceeds of sales of assets (an "Asset Sale
         Offer") pursuant to Section 3.10 of the Indenture to purchase the
         maximum principal amount of Notes (including any Additional Notes) and
         other pari passu Indebtedness that may be purchased out of the Excess
         Proceeds at an offer price in cash in an amount equal to 100% of the
         principal amount plus accrued and unpaid interest and Additional
         Interest, if any, to the date fixed for the closing of such offer, in
         accordance with the procedures set forth in the Indenture. To the
         extent that the aggregate principal amount of Notes (including any
         Additional Notes) and other pari passu Indebtedness tendered pursuant
         to an Asset Sale Offer is less than the Excess Proceeds, the Company
         (or such Restricted Subsidiary) may use such deficiency for any purpose
         not otherwise prohibited by the Indenture. If the aggregate principal
         amount of Notes and other pari passu Indebtedness surrendered by
         holders thereof 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 as provided in Section 3.02 of the
         Indenture or such other manner as the Trustee deems appropriate.
         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) NOTICE OF REDEMPTION. Other than as provided in Paragraphs 7 and
         8(b), 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 but only in whole multiples of
         $1,000, unless all of the Notes held by a Holder are to be redeemed. On
         and after the redemption date interest ceases to accrue on Notes or
         portions thereof called for redemption.

            (10) 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 or portion of a Note selected for redemption, 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 of 15 days before a selection of Notes to be redeemed or during
         the period between a record date and the corresponding Interest Payment
         Date.


                                      A-4


<PAGE>

            (11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
         treated as its owner for all purposes.

            (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
         exceptions, the Indenture or the Notes may be amended or supplemented
         with the consent of the Holders of at least a majority in principal
         amount of the then outstanding Notes and Additional Notes, if any,
         voting as a single class, and any existing default or compliance with
         any provision of the Indenture or the Notes may be waived with the
         consent of the Holders of a majority in principal amount of the then
         outstanding Notes and Additional Notes, if any, voting as a single
         class. Without the consent of any Holder of a Note, the Indenture 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 obligations to Holders of the Notes in case of a merger or
         consolidation or sale of all or substantially all of the Company's
         assets, 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 Commission in order to effect or maintain the
         qualification of the Indenture under the Trust Indenture Act, to
         provide for the issuance of Additional Notes in accordance with the
         limitations set forth in the Indenture, to release a Guarantor from its
         obligation under its Subsidiary Guarantee or this Indenture in
         accordance with the terms of this Indenture, to allow any Guarantor to
         execute a supplemental indenture to the Indenture and/or a Subsidiary
         Guarantee with respect to the Notes or to evidence and provide the
         acceptance of the appointment of a successor Trustee under this
         Indenture.

            (13) DEFAULTS AND REMEDIES. Events of Default include: (i) default
         for 30 days in the payment when due of interest on, or Additional
         Interest with respect to, the Notes (whether or not prohibited by the
         subordination provisions of the Indenture); (ii) default in payment
         when due of principal of or premium, if any, on the Notes (whether or
         not prohibited by the subordination provisions of the Indenture), (iii)
         failure by the Company or any of its Restricted Subsidiaries to comply
         with Section 5.01 of the Indenture, (iv) failure by the Company or any
         of its Restricted Subsidiaries for 30 days after notice to comply with
         the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture;
         (v) failure by the Company or any of its Restricted Subsidiaries for 60
         days after notice to comply with any of its other agreements in the
         Indenture or the Notes; (vi) default under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Company
         or any of its Restricted Subsidiaries (or the payment of which is
         guaranteed by the Company or any of its Restricted Subsidiaries),
         whether such Indebtedness or guarantee now exists, or is created after
         the date of the Indenture, if that default: (a) is caused by a failure
         to pay principal of, or interest or premium, if any, on such
         Indebtedness prior to the expiration of the grace period provided in
         such Indebtedness on the date of such default (a "Payment Default"); or
         (b) results in the acceleration of such Indebtedness prior to its
         express maturity, and, in each case, the principal amount of any such
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there has been a Payment Default or the
         maturity of which has been so accelerated, aggregates $20.0 million or
         more; (vii) failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of $20.0
         million, which judgments are not paid, discharged or stayed for a
         period of 60 days; (viii) except as permitted by the Indenture, any
         Subsidiary Guarantee shall be held in any judicial proceeding to be

                                      A-5

<PAGE>

         unenforceable or invalid or shall cease for any reason to be in full
         force and effect or any Guarantor, or any Person acting on behalf of
         any Guarantor, shall deny or disaffirm its obligations under its
         Subsidiary Guarantee; and (ix) certain events of bankruptcy or
         insolvency described in the Indenture with respect to the Company or
         any Restricted Subsidiary of the Company that would constitute a
         Significant Subsidiary or any group of Restricted Subsidiaries of the
         Company that, taken together, would constitute a Significant
         Subsidiary. In the case of an Event of Default arising from certain
         events of bankruptcy or insolvency, all outstanding Notes will become
         due and payable 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 immediately; provided, however,
         that so long as any Designated Senior Debt is outstanding, such
         declaration shall not become effective until the earlier of (i) the day
         which is five business days after receipt by the representatives of
         Designated Senior Debt of such notice of acceleration; or (ii) the date
         of the acceleration of any Designated Senior Debt. 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 or interest or Additional Interest) if it determines that
         withholding notice is in their interest. The Holders of not less than a
         majority in aggregate principal amount of the Notes then outstanding by
         notice to the Trustee may on behalf of the Holders of all of the Notes
         waive any existing Default or Event of Default and its consequences
         under the Indenture except a continuing Default or Event of Default in
         the payment of interest or premium and Additional Interest, if any on,
         or the principal of, the Notes (including in connection with an offer
         to purchase). In the case of any Event of Default occurring by reason
         of any willful action or inaction taken or not taken by or on behalf of
         the Company with the intention of avoiding payment of the premium that
         the Company would have had to pay if the Company then had elected to
         redeem the Notes pursuant to the optional redemption provisions of the
         Indenture, an equivalent premium will also become and be immediately
         due and payable to the extent permitted by law upon the acceleration of
         the Notes. If an Event of Default occurs prior to November 15, 2008, by
         reason of any willful action (or inaction) taken (or not taken) by or
         on behalf of the Company with the intention of avoiding the prohibition
         on redemption of the Notes prior to November 15, 2008, then the premium
         specified in the Indenture will also become immediately due and payable
         to the extent permitted by law upon the acceleration of the Notes. The
         Company is required to deliver to the Trustee annually a statement
         regarding compliance with the Indenture, and the Company is required
         upon becoming aware of any Default or Event of Default, to deliver to
         the Trustee a statement specifying such Default or Event of Default.

            (14) SUBORDINATION. The Notes and the Guarantees are subordinated to
         Senior Debt, as defined in the Indenture. To the extent provided in the
         Indenture, Senior Debt must be paid before the Notes may be paid.

            (15) TRUSTEE DEALINGS WITH COMPANY. The Trustee or any Affiliate of
         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 or any Guarantor or Affiliate 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 Commission for permission to
         continue as trustee or resign. Any Agent may do the same with like
         rights and duties.

                                      A-6

<PAGE>

            (16) NO RECOURSE AGAINST OTHERS. No past, present or future
         director, officer, employee, incorporator or shareholder, of the
         Company or any Guarantor, as such, will have any liability for any
         obligations of the Company or the Guarantors under the Notes, the
         Guarantees 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 will 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 entireties), JT TEN (= joint tenants with right
         of survivorship and not as tenants in common), CUST (= Custodian), and
         U/G/M/A (= Uniform Gifts to Minors Act).

            (19) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
         RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
         Holders of Notes under the Indenture, Holders of Restricted Global
         Notes and Restricted Definitive Notes will have all the rights set
         forth in the Registration Rights Agreement dated as of November 4, 2003
         among the Company, the Subsidiary Guarantors and the other parties
         named on the signature pages thereof or, in the case of Additional
         Notes, Holders of Restricted Global Notes and Restricted Definitive
         Notes will have the rights set forth in one or more registration rights
         agreements, if any, among the Company, the Guarantors and the other
         parties thereto, relating to rights given by the Company and the
         Guarantors to the purchasers of any Additional Notes (collectively, the
         "Registration Rights Agreement").

            (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.
         No representation is made as to the accuracy of such numbers either as
         printed on the Notes or as contained in any notice of redemption and
         reliance may be placed only on the other identification numbers placed
         thereon.

         The Company will 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:

Genesis Health Ventures, Inc.
7 East Lee Street
Baltimore, Maryland 21202
Attention:  John F. Gaither, Jr.

                                      A-7

<PAGE>



                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:  _______________

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

Signature Guarantee*:  _________________________

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


                                      A-8

<PAGE>



                       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 4.15 of the Indenture, check the appropriate box
below:

                [  ]   Section 4.10        [  ]  Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                   $_______________

Date:  _______________

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

                                       Tax Identification No.:__________________

Signature Guarantee*:  ____________________

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


                                      A-9
<PAGE>



              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>
<S>                   <C>                      <C>                     <C>                         <C>
                                                                        Principal Amount of
                      Amount of decrease in    Amount of increase in      this Global Note         Signature of authorized
                       Principal Amount of      Principal Amount of        following such           officer of Trustee or
Date of Exchange        this Global Note         this Global Note       decrease (or increase)           Custodian
----------------      ---------------------    ---------------------    ----------------------     -----------------------
</TABLE>




* This schedule should be included only if the Note is issued in global form.

                                      A-10

<PAGE>




                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Genesis Health Ventures, Inc.
7 East Lee Street
Baltimore, Maryland 21202

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

         Re:   6.875% Senior Subordinated Notes due 2013

         Reference is hereby made to the Indenture, dated as of November 4, 2003
(the "Indenture"), among Genesis Health Ventures, Inc., as issuer (the
"Company"), the Subsidiary Guarantors named on the signature pages thereto and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the 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
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 discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note 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). 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.

                                      B-1

<PAGE>

         3. [ ] Check and complete if Transferee will take delivery of a
beneficial interest in the IAI 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):

                  (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) 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 IAI Global
            Note 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 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-2

<PAGE>

         (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.

                                       _________________________________________
                                                [Insert Name of Transferor]

                                       By:______________________________________
                                        Name:
                                        Title:

         Dated:  _______________________



                                      B-3
<PAGE>



                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

            (a) [ ] a beneficial interest in the:

                  (i [ ] 144A Global Note (CUSIP _________), or

                  (ii) [ ] Regulation S Global Note (CUSIP _________), or

                  (iii) [ ] IAI 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

                  (iii [ ] IAI 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-4
<PAGE>


                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Genesis Health Ventures, Inc.
7 East Lee Street
Baltimore, Maryland 21202

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

         Re:       6.875% Senior Subordinated Notes due 2013

                             (CUSIP _______________)

         Reference is hereby made to the Indenture, dated as of November 4, 2003
(the "Indenture"), among Genesis Health Ventures, Inc., as issuer (the
"Company"), the Subsidiary Guarantors named on the signature pages thereto and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

         1. Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

         (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner 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.


                                       C-1

<PAGE>

         (d) [ ] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

         (a) [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued 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, [ ] IAI 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.

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

                                       _________________________________________
                                                Insert Name of Transferor]

                                       By:______________________________________
                                         Name:
                                         Title:

Dated:  ______________________


                                      C-2
<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Genesis Health Ventures, Inc.
7 East Lee Street
Baltimore, Maryland 21202

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

         Re:      6.875% Senior Subordinated Notes due 2013

         Reference is hereby made to the Indenture, dated as of November 4, 2003
(the "Indenture"), among Genesis Health Ventures, Inc., as issuer (the
"Company"), the Subsidiary Guarantors named on the signature pages thereto and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

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

         (b) [ ]  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 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 the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to any
other available exemption from the registration requirements 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.

                                      D-1

<PAGE>


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

                                   _____________________________________________
                                       [Insert Name of Accredited Investor]

                                   By:__________________________________________
                                     Name:
                                     Title:

Dated:  _______________________


                                      D-2
<PAGE>


                                                                       EXHIBIT E

                         [FORM OF NOTATION OF GUARANTEE]

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of November 4, 2003 (the "Indenture") among
Genesis Health Ventures, Inc. (the "Company"), the Guarantors named on the
signature page thereto and The Bank of New York, as trustee (the "Trustee"), (a)
the due and punctual payment of the principal of, premium and Additional
Interest, if any, and interest on the Notes (as defined in the Indenture),
whether at maturity, by acceleration, redemption or otherwise, the due and
punctual payment of interest on overdue principal of and interest on the Notes,
if any, if lawful, and the due and punctual performance of all other obligations
of the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article
10 of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee. Each Holder of a Note, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes and directs
the Trustee, on behalf of such Holder, to take such action as may be necessary
or appropriate to effectuate the subordination as provided in the Indenture and
(c) appoints the Trustee attorney-in-fact of such Holder for such purpose.

                                       [Guarantor(s)]

                                       By:______________________________________
                                       Name:
                                       Title:

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Genesis Health Ventures, Inc., the other
Guarantors (as defined in the Indenture referred to herein) and The Bank of New
York, as trustee under this Indenture referred to below (the "Trustee").

                              W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of November 4, 2003 providing
for the issuance of 6.875% Senior Subordinated Notes due 2013 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
Guarantee all of the 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 parties
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees as
follows:

                  (a) Along with all Guarantors named in the Indenture, to
            jointly and severally Guarantee to each Holder of a Note
            authenticated and delivered by the Trustee and to the Trustee and
            its successors and assigns, the Notes or the obligations of the
            Company hereunder or thereunder, that:

                  (i) the principal of, and premium and Additional Interest, if
            any, 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;

                  (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.


                                      F-1

<PAGE>

                  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.

                  (b) The obligations hereunder shall be unconditional,
            irrespective of the validity, regularity or enforceability of the
            Notes or the 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.

                  (c) The following is hereby waived: 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.

                  (d) This Subsidiary Guarantee shall not be discharged except
            by complete performance of the obligations contained in the Notes
            and the Indenture, and the Guaranteeing Subsidiary accepts all
            obligations of a Guarantor under the Indenture.

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

                  (f) The Guaranteeing Subsidiary shall not be entitled to any
            right of subrogation in relation to the Holders in respect of any
            obligations Guaranteed hereby until payment in full of all
            obligations Guaranteed hereby.

                  (g) As between the Guarantors, on the one hand, and the
            Holders and the Trustee, on the other hand, (x) the maturity of the
            obligations Guaranteed hereby may be accelerated as provided in
            Article 6 of the Indenture 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 (y) in the event of any declaration of
            acceleration of such obligations as provided in Article 6 of the
            Indenture, such obligations (whether or not due and payable) shall
            forthwith become due and payable by the Guarantors for the purpose
            of this Subsidiary Guarantee.

                  (h) The Guarantors shall have the right to seek contribution
            from any non-paying Guarantor so long as the exercise of such right
            does not impair the rights of the Holders under the Subsidiary
            Guarantee.

                  (i) Pursuant to Section 10.02 of the Indenture, after giving
            effect to any maximum amount and all other contingent and fixed
            liabilities that are relevant under any applicable Bankruptcy or
            fraudulent conveyance 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 Article 10 of the
            Indenture, this new Subsidiary Guarantee shall be limited to the
            maximum amount permissible such that the obligations of such
            Guarantor under this Subsidiary Guarantee will not constitute a
            fraudulent transfer or conveyance.


                                      F-2

<PAGE>

         3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Subsidiary Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

         4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                  (a) The Guaranteeing Subsidiary may not sell or otherwise
            dispose of all substantially all of its assets to, or consolidate
            with or merge with or into (whether or not such Guarantor is the
            surviving Person) another Person, other than the Company or another
            Guarantor unless:

                  (i) immediately after giving effect to such transaction, no
            Default or Event of Default exists; and

                  (ii) either (A) subject to Sections 10.04 and 10.05 of the
            Indenture, the Person acquiring the property in any such sale or
            disposition or the Person formed by or surviving any such
            consolidation or merger unconditionally assumes all the obligations
            of that Guarantor, pursuant to a supplemental indenture in form and
            substance reasonably satisfactory to the Trustee, under the Notes,
            the Indenture and the Subsidiary Guarantee on the terms set forth
            herein or therein; or (B) the Net Proceeds of such sale or other
            disposition are applied in accordance with the applicable provisions
            of the Indenture, including without limitation, Section 4.10
            thereof.

                  (b) In case of any such consolidation, merger, sale or
            conveyance and upon the assumption by the successor Person, by (i)
            supplemental indenture, executed and delivered to the Trustee and
            satisfactory in form to the Trustee, of the Subsidiary Guarantee
            endorsed upon the Notes and the due and punctual performance of all
            of the covenants and conditions of the Indenture to be performed by
            the Guarantor and (ii) supplemental agreement, of the Registration
            Rights Agreement, such successor Person shall succeed to and be
            substituted for the Guarantor with the same effect as if it had been
            named herein as a Guarantor. Such successor Person thereupon may
            cause to be signed any or all of the Subsidiary Guarantees to be
            endorsed upon all of the Notes issuable under the Indenture which
            theretofore shall not have been signed by the Company and delivered
            to the Trustee. All the Subsidiary Guarantees so issued shall in all
            respects have the same legal rank and benefit under the Indenture as
            the Subsidiary Guarantees theretofore and thereafter issued in
            accordance with the terms of the Indenture as though all of such
            Subsidiary Guarantees had been issued at the date of the execution
            hereof.

                  (c) Except as set forth in Articles 4 and 5 and Section 10.05
            of Article 10 of the Indenture, and notwithstanding clauses (a) and
            (b) above, nothing contained in the Indenture or in any of the Notes
            shall prevent any consolidation or merger of a Guarantor with or
            into the Company or another Guarantor, or shall prevent any sale or
            conveyance of the property of a Guarantor as an entirety or
            substantially as an entirety to the Company or another Guarantor.

         5. RELEASES.

                  (a) In the event of any sale or other disposition of all or
            substantially all of the assets of any Guarantor, by way of merger,
            consolidation or otherwise, or a sale or other disposition of all of
            the Capital Stock of any Guarantor, in each case to a Person that is
            not (either before or after giving effect to such transaction) a
            Subsidiary of the Company, then such Guarantor (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 the
            corporation acquiring the property (in the event of a sale or other
            disposition of all or substantially all of the assets of such
            Guarantor) shall be released and relieved of any obligations under
            its Subsidiary Guarantee; provided that the Net Proceeds of such
            sale or other disposition are applied in accordance with the
            applicable provisions of the Indenture, including without limitation
            Section 4.10 of the Indenture. 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 provisions of the Indenture, including
            without limitation Section 4.10 of the Indenture, the Trustee shall
            execute any documents reasonably required in order to evidence the
            release of any Guarantor from its obligations under its Subsidiary
            Guarantee.


                                      F-3

<PAGE>

                  (b) If the Company designates any Restricted Subsidiary that
            is a Guarantor as an Unrestricted Subsidiary in accordance with
            Section 4.18 of the Indenture, then such Guarantor shall be released
            and relieved of any Obligations under its Subsidiary Guarantee in
            accordance with the provisions of the Indenture.

                  (c) Upon the full and unconditional release of a Guarantee by
            a Subsidiary under all then outstanding Credit Facilities, then such
            Guarantor shall be released and relieved of any Obligations under
            its Subsidiary Guarantee in accordance with the provisions of the
            Indenture; provided, however, that in the event that any such
            Subsidiary thereafter Guarantees any Indebtedness of the Company
            under any Credit Facility (or if any released Guarantee under any
            Credit Facility is reinstated or renewed), then such Subsidiary
            shall be required to be a Guarantor by executing a supplemental
            indenture and providing the Trustee with an Officer's Certificate
            and an Opinion of Counsel.

                  (d) 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 the Indenture as provided in Article 10 of
            the Indenture.

         6. SUBORDINATION. The Notes and the Subsidiary Guarantees are
subordinated to Senior Debt, as defined in the Indenture. To the extent provided
in the Indenture, Senior Debt must be paid before the Notes may be paid. Each of
the Company and the Guarantors agrees, and each Holder by accepting a Note and a
Subsidiary Guarantee agrees, to the subordination provisions contained in the
Indenture.

         7. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder of the Guaranteeing Subsidiary, as
such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws.

         8. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE AND THE RIGHTS
AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


                                      F-4

<PAGE>

         9. 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.

         10. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         11. 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-5

<PAGE>


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

         Dated:  _______________, 20___

                                        [GUARANTEEING SUBSIDIARY]

                                         By:  __________________________________
                                         Name:
                                         Title:

                                        GENESIS HEALTH VENTURES, INC.

                                        By:  ___________________________________
                                        Name:
                                        Title:

                                        [EXISTING GUARANTORS]

                                        By:  ___________________________________
                                        Name:
                                        Title:

                                        The Bank of New York,
                                          as Trustee

                                        By:  ___________________________________

                                             Authorized Signatory

                                      F-6