<PAGE>

                  THIS INDENTURE, dated as of the 23rd day of December, 1998
between GENESIS HEALTH VENTURES, INC., a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as
the "Company"), and The Bank of New York, a New York banking corporation (not in
its individual capacity but solely as trustee hereunder, hereinafter referred to
as the "Trustee").


                              W I T N E S S E T H :


                  WHEREAS, for its lawful corporate purposes, the Company has
duly authorized an issue of its 9-7/8% Senior Subordinated Notes due 2009
(hereinafter referred to as the "Initial Notes") and 9-7/8% Senior Subordinated
Notes due 2009 (the "Exchange Notes" and, together with the Initial Notes, the
"Notes") which Exchange Notes are to be issued in exchange for the Initial Notes
pursuant to the Registration Rights Agreement and containing terms identical in
all material respects to the Initial Notes (except that (i) the transfer
restrictions thereon shall be eliminated and (ii) there will be no provision for
the payment of interest rate increases); and, to provide the terms and
conditions upon which the Notes are to be authenticated, issued and delivered,
the Company has duly authorized the execution and delivery of this Indenture;
and

                  WHEREAS, all acts and things necessary to make the Notes, when
executed by the Company and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Company, and to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed, and the execution and
delivery of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized, and the Company, in the exercise of the legal
right and power vested in it, executes and delivers this Indenture and proposes
to make, execute, issue and deliver the Notes;

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  That in order to declare the terms and conditions upon which
the Notes are authenticated, issued, delivered and held, and in consideration of
the premises, of the purchase and acceptance of the Notes by the holders thereof
and of the sum of one dollar to it duly paid by the Trustee at the execution of
these presents, the receipt whereof is hereby acknowledged, the Company
covenants and agrees with the Trustee, for the equal and proportionate benefit
of the respective holders from time to time of the Notes, as follows:





<PAGE>

                                                                               2

                                    ARTICLE I

                                   DEFINITIONS

                  SECTION I.1 Certain terms defined. The terms defined in this
Section 1.1 (except as herein otherwise expressly provided or unless the context
otherwise requires), for all purposes of this Indenture and of any indenture
supplemental hereto, shall have the respective meanings specified in this
Section 1.1.

                   "Acquired Indebtedness" means Indebtedness of a Person (i)
existing at the time such Person becomes a Subsidiary or (ii) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be
deemed to be incurred on the date of the related acquisition of assets from any
Person or the date the acquired Person becomes a Subsidiary.

                  "Affiliate" means with respect to any specified Person, (i)
any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person, (ii) any other
Person that owns, directly or indirectly, 5% or more of such specified Person's
Capital Stock, (iii) any officer or director of (A) any such specified Person,
(B) any Subsidiary of such specified Person or (C) any Person described in
clauses (i) or (ii) above or (iv) any other Person having a relationship with
any natural Person described in clauses (i), (ii) or (iii) above by blood,
marriage or adoption not more remote than first cousin or any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such other Person described in this clause (iv). For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                  "Asset Sale" means any sale, issuance, conveyance, transfer,
lease or other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of (i) any
Capital Stock of any Subsidiary; (ii) all or substantially all of the properties
and assets of any division or line of business of the Company or its
Subsidiaries; or (iii) any other properties or assets of the Company or any
Subsidiary, other than in the ordinary course of business. For the purposes of
this definition, the term "Asset Sale" shall not include (i) any transfer of
properties and assets that is governed by the provisions described under Article
XII, (ii) any transfer of properties or assets of the Company to any Wholly
Owned Subsidiary, or of any Subsidiary to the Company or any Wholly Owned
Subsidiary in accordance with the terms hereof or (iii) transfers of properties
or assets in any twelve month period (A) the Fair Market Value of which does
not, in the aggregate, exceed 2.5% of the Company's Consolidated Total Assets
and (B) the Consolidated EBITDA related to such properties or assets does not,
in the aggregate, exceed 2.5% of the Company's Consolidated EBITDA.

                  "Attributable Debt" in respect of a sale-leaseback transaction
or an operating lease in respect of a healthcare facility means, at the time of
determination, the present value (discounted at the interest rate implicit in
the lease, compounded semi-annually) of the obligation of the lessee of the
property subject to such sale-leaseback transaction or operating lease in
respect of a healthcare facility for rental payments during the remaining term
of the lease included in such transaction including any period for which such
lease has been extended or may, at the option of the lessor, be extended or
until the earliest date on which the lessee may terminate such lease without
penalty or upon payment of penalty (in which case the rental payments shall
include such penalty), after excluding all amounts required to be paid on
account of maintenance and repairs, insurance, taxes, assessments, water,
utilities and similar charges.


<PAGE>

                                                                               3

                  "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (ii) the sum of all such principal payments.

                  "Bankruptcy Law" means Title 11, United States Code, as
amended, or any similar United States Federal or State law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

                  "Board of Directors", when used with reference to the Company,
means the Board of Directors of the Company, or the executive committee of the
Board of Directors of the Company, or any other committee of the Board of
Directors of the Company lawfully empowered to take the action in connection
with which such term is used.

                  "Book-Entry Note" means a Note represented by a Global Note
and registered in the name of the nominee of the Depository.

                  "Business Day" means a day other than a Saturday, a Sunday or
a day which shall be in The City of New York, New York a day on which banking
institutions are authorized or obligated by law or required by executive order
to be closed or a day other than a day on which the Trustee or the Paying Agent
is authorized or obligated by law or required by executive order to be closed.

                  "Capital Lease Obligation" of any Person means any obligation
of such Person and its Subsidiaries on a Consolidated basis under any capital
lease of real or personal property which, in accordance with GAAP, has been
recorded on the balance sheet of such Person as a capitalized lease obligation.

                  "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of such
Person's capital stock or equity interests.



<PAGE>

                                                                               4

                  "Cash Equivalent" means (i) any security, maturing not more
than six months after the date of acquisition, issued by the United States of
America, or an instrumentality or agency thereof and guaranteed fully as to
principal, premium, if any, and interest by the United States of America, (ii)
any certificate of deposit, time deposit, money market account or bankers'
acceptance, maturing not more than six months after the date of acquisition,
issued by any commercial banking institution that is a member of the Federal
Reserve System and that has combined capital and surplus and undivided profits
of not less than $500,000,000, whose debt has a rating, at the time as of which
any investment therein is made, of "P-1" (or higher) according to Moody's
Investors Service, Inc. or any successor rating agency, or "A-1" (or higher)
according to Standard and Poor's Corporation or any successor rating agency and
(iii) commercial paper, maturing not more than three months after the date of
acquisition, issued by any corporation (other than an Affiliate or Subsidiary of
the Company) organized and existing under the laws of the United States of
America with a rating, at the time as of which any investment therein is made,
of "P-1" (or higher) according to Moody's Investors Service, Inc. or any
successor rating agency, or "A-1" (or higher) according to Standard and Poor's
Corporation or any successor rating agency.

                  "Change in Control" means the occurrence of any of the
following events: (i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), in a single transaction or through a series of
related transactions, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of more than 50% of the
total Voting Stock of the Company; (ii) the Company consolidates or merges with
or into another corporation or conveys, transfers or leases all or substantially
all of its assets to any Person, or any corporation consolidates or merges with
or into the Company, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Company is changed into or exchanged for cash,
securities or other property, other than any such transaction where (A) the
outstanding Voting Stock of the Company is changed into or exchanged for (x)
Voting Stock of the surviving corporation which is not Redeemable Capital Stock
or (y) cash, securities or other property in an amount which could be paid by
the Company as a Restricted Payment as described under Section 5.10 (and such
amount shall be treated as a Restricted Payment subject to the provisions of
Section 5.10), and (B) the holders of the Voting Stock of the Company
immediately prior to such transaction own, directly or indirectly, not less than
50% of the Voting Stock of the surviving corporation immediately after such
transaction; (iii) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors of the
Company (together with any new directors whose election by such Board of
Directors or whose nomination for election by the stockholders of the Company
was approved by a vote of at least 66-2/3% of the directors then still in office
who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the Board of Directors of the Company then in office;
or (iv) the Company is liquidated or dissolved or adopts a plan of liquidation.

                  "Code" means the Internal Revenue Code of 1986, as amended.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any time
after the date hereof such Commission is not existing and performing the duties
now assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

                  "Company" means Genesis Health Ventures, Inc., a corporation
incorporated under the laws of Pennsylvania, until a successor Person shall have
become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor Person. To the extent necessary
to comply with the requirements of the provisions of Trust Indenture Act
Sections 310 through 317 as they are applicable to the Company, the term
"Company" shall include any other obligor with respect to the Notes for purposes
of complying with such provisions.



<PAGE>

                                                                               5

                  "Consolidated EBITDA" of any Person means with respect to any
determination date, Consolidated Net Income before extraordinary items and gains
or losses realized in connection with Asset Sales, plus (i) Consolidated Income
Tax Expense, plus (ii) consolidated depreciation expense, plus (iii)
consolidated amortization expense, plus (iv) Consolidated Interest Expense, plus
(v) all other non-cash items reducing Consolidated Net Income of such Person and
its Subsidiaries, determined on a Consolidated basis in accordance with GAAP,
and less all non-cash items increasing Consolidated Net Income of such Person
and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP, in each case, for such Person's prior four full fiscal quarters for which
financial results have been reported immediately preceding the determination
date.

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

                  "Consolidated Interest Expense" of any Person means, without
duplication, for any period, as applied to any Person, the sum of (i) the
interest expense of such Person and its Consolidated Subsidiaries for such
period on a consolidated basis, including, without limitation, (a) amortization
of debt discount, (b) the net cost under interest rate contracts (including
amortization of discounts), (c) the interest portion of any deferred payment
obligation and (d) accrued interest, plus (ii) the interest component of the
Capital Lease Obligations paid, accrued and/or scheduled to be paid, or accrued
by such Person during such period, in each case as determined in accordance with
GAAP, plus (iii) Preferred Stock dividends in respect of Preferred Stock of the
Company or any Subsidiary held by Persons other than the Company or a Wholly
Owned Subsidiary. For purposes of clause (iii) of the preceding sentence,
dividends shall be deemed to be an amount equal to the actual dividends paid
divided by one minus the applicable actual combined Federal, state, local and
foreign income tax rate of the Company and its Consolidated Subsidiaries
(expressed as a decimal).

                  "Consolidated Net Income (Loss)" of any Person means, for any
period, the Consolidated net income (or loss) of the Company and its
Consolidated Subsidiaries for such period as determined in accordance with GAAP,
adjusted, to the extent included in calculating such net income (loss), by
excluding (i) all extraordinary gains or losses (less all fees and expenses
relating thereto), (ii) the portion of net income of the Company and its
Consolidated Subsidiaries allocable to investments in unconsolidated Persons to
the extent that cash dividends or distributions have not actually been received
by the Company or one of its Consolidated Subsidiaries, (iii) net income (or
loss) of any Person combined with the Company or any of its Subsidiaries in a
"pooling of interests" basis attributable to any period prior to the date of
combination, (iv) any gain or loss, net of taxes, realized upon the termination
of any employee pension benefit plan, (v) any gains or losses (less all fees and
expenses relating thereto) in respect of dispositions of assets other than in
the ordinary course of business, or (vi) the net income of any Subsidiary to the
extent that the declaration of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulations applicable to that
Subsidiary or its shareholders.



<PAGE>

                                                                               6

                  "Consolidated Net Worth" of any Person means the Consolidated
stockholders' equity (excluding Redeemable Capital Stock) of such Person and its
Consolidated Subsidiaries, as set forth on the most recent consolidated balance
sheet of such Person and its Consolidated Subsidiaries determined in accordance
with GAAP.

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

                  "Consolidated Total Assets" of any Person means the
Consolidated total assets of such Person and its Consolidated Subsidiaries, as
set forth on the most recent consolidated balance sheet of such Person and its
Consolidated Subsidiaries determined in accordance with GAAP.

                  "Consolidation" means, with respect to any Person, the
consolidation of the accounts of such Person and each of its subsidiaries if and
to the extent the accounts of such Person and each of its subsidiaries would
normally be consolidated with those of such Person, all in accordance with GAAP.
The term "Consolidated" shall have a similar meaning.

                   "Convertible Debentures" means the Company's 6% Convertible
Senior Subordinated Debentures due 2003.



<PAGE>

                                                                               7

                  "Credit Facility" means (i) the Third Amended and Restated
Credit Agreement, dated October 9, 1997, as first amended on March 5, 1998, as
second amended on August 28, 1998, and as third amended on December 15, 1998,
with Mellon Bank, N.A., Citibank USA, Inc., First Union National Bank and
NationsBank, N.A. as agents, as the same may be amended, restated, renewed,
extended, restructured, supplemented or otherwise modified from time to time,
(ii) any Loan Documents (as defined in the Third Amended and Restated Credit
Agreement as in effect from time to time) and any other documents or instruments
executed by the Company pursuant to or in connection with the Third Amended and
Restated Credit Agreement, and (iii) any credit agreement, loan agreement, note
purchase agreement, indenture or other agreement, document or instrument
refinancing, refunding or otherwise replacing the Third Amended and Restated
Credit Agreement or any other agreement deemed a Credit Facility under clause
(i), (ii) or (iii) hereof, whether or not with the same agent, trustee,
representative, lenders or holders, regardless of whether the Third Amended and
Restated Credit Agreement or Credit Facility or any portion thereof was
outstanding or in effect at the time of such restatement, renewal, extension,
restructuring, supplement or modification. Without limiting the generality of
the foregoing, the term "Credit Facility" shall include any amendment,
restatement, renewal, extension, restructuring, supplement or modification to
any Credit Facility and all refundings, refinancings and replacements of any
Credit Facility, including any agreement (a) extending the maturity of any
Indebtedness incurred thereunder or contemplated thereby, (b) adding or deleting
borrowers or guarantors thereunder, so long as such borrowers and guarantors
include one or more of the Company and its Subsidiaries and their respective
successors and assigns, provided that on the date thereof the addition of such
borrower or guarantor would not be prohibited by the definition of "Permitted
Indebtedness" and the provisions of Sections 5.14 and 5.16, (c) increasing the
amount of Indebtedness incurred thereunder or available to be borrowed
thereunder provided such increase is permitted to be incurred under the
definition of "Permitted Indebtedness" or is or will be permitted to be incurred
under Section 5.9 or (d) otherwise altering the terms and conditions thereof in
a manner not prohibited by the definition of "Permitted Indebtedness" and the
provisions of Sections 5.14, 5.16 and 5.17 and as such agreement may be amended,
renewed, extended, substituted, refinanced, replaced or otherwise modified from
time to time, and includes any agreement extending the maturity of all or any
portion of the Indebtedness thereunder.

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

                  "Depository" shall mean The Depository Trust Company, New
York, New York, or its nominee or successors and assigns, or such other
depository institution hereinafter appointed by the Company.

                  "Designated Senior Indebtedness" means (i) all Senior
Indebtedness under or in respect of the Credit Facility and (ii) any other
Senior Indebtedness which, at the time of determination, has an aggregate
principal amount outstanding, together with any commitments to lend additional
amounts, of at least $30,000,000 and is specifically designated in the
instrument evidencing such Senior Indebtedness as "Designated Senior
Indebtedness."

                  "Eligible Accounts Receivables" as of any date means the book
value of all accounts receivables of the Company and its Subsidiaries that would
be shown on a Consolidated balance sheet of the Company and its Subsidiaries
prepared on such date in accordance with GAAP, which are not more than 180 days
past their due date and were entered into on normal payment terms.

                  "Event of Default" means any event specified in Section 7.1,
continued for the period of time, if any, and after giving of notice, if any,
therein designated.

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



<PAGE>

                                                                               8

                   "Exchange Notes" has the meaning provided in the preamble of
this Indenture.

                  "Exchange Offer" means, subject to the terms of the
Registration Rights Agreement, the offer by the Company to the Noteholders of
the opportunity to exchange their Initial Notes for Exchange Notes pursuant to a
registration statement filed with the Commission.

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

                  "Fair Market Value" means, with respect to any asset or
property, the sale value that would be obtained in an arm's-length transaction
between an informed and willing seller under no compulsion to sell and an
informed and willing buyer.

                  "Fiscal Year" with respect to the Company shall mean the
fiscal year of the Company.

                  "Fixed Charge Coverage Ratio" of any Person means, for any
period, the ratio of (i) the sum of Consolidated Net Income, Consolidated
Interest Expense, Consolidated Income Tax Expense, and one-third of Consolidated
Rental Payments plus, without duplication, all depreciation, amortization and
all other non-cash charges (excluding any such non-cash charge constituting an
extraordinary item or loss or any non-cash charge which requires an accrual of
or a reserve for cash charges for any future period), in each case, for such
period, of the Company and its Subsidiaries on a Consolidated basis, as
determined in accordance with GAAP to (ii) the sum of (a) Consolidated Interest
Expense for such period and (b) one-third of Consolidated Rental Payments for
such period; provided that in making such computation, the Consolidated Interest
Expense attributable to interest on any Indebtedness computed on a pro forma
basis and bearing a floating interest rate shall be computed as if the rate in
effect on the date of computation had been the applicable rate for the entire
period.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles in the United States, consistently
applied, as in effect on the date hereof.

                  "Global Note" means a Note evidencing all or part of the Notes
to be issued as Book-Entry Notes, issued to the Depository in accordance with
this Indenture.

                  "Guarantee" means the guarantee by any Guarantor which
guarantees the Indenture Obligations pursuant to a guarantee given in accordance
with this Indenture.



<PAGE>

                                                                               9

                  "Guaranteed Debt" of any Person means, without duplication,
all Indebtedness of any other Person guaranteed directly or indirectly in any
manner by such Person, or in effect guaranteed directly or indirectly by such
Person through an agreement (i) to pay or purchase such Indebtedness or to
advance or supply funds for the payment or purchase of such Indebtedness, (ii)
to purchase, sell or lease (as lessee or lessor) property, or to purchase or
sell services, primarily for the purpose of enabling the debtor to make payment
of such Indebtedness or to assure the holder of such Indebtedness against loss,
(iii) to supply funds to, or in any other manner invest in, the debtor
(including any agreement to pay for property or services without requiring that
such property be received or such services be rendered), (iv) to maintain
working capital or equity capital of the debtor, or otherwise to maintain the
net worth, solvency or other financial condition of the debtor or (v) otherwise
to assure a creditor against loss; provided that the term "Guaranteed Debt"
shall not include endorsements for collection or deposit, in either case in the
ordinary course of business.

                  "Guarantor" means any Person which guarantees the Indenture
Obligations pursuant to this Indenture.

                  "Healthcare Related Business" means a business, the majority
of whose revenues result from healthcare, long-term care, or managed care
related businesses or facilities, including businesses which provide insurance
relating to the costs of healthcare, long-term care or managed care services.



<PAGE>

                                                                              10

                  "Indebtedness" means, with respect to any Person, without
duplication, (i) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property or services, excluding any trade payables
and other accrued current liabilities arising in the ordinary course of
business, but including, without limitation, all obligations, contingent or
otherwise, of such Person in connection with any letters of credit or
acceptances issued under letter of credit facilities, acceptance facilities or
other similar facilities and in connection with any agreement to purchase,
redeem, exchange or otherwise acquire for value any Capital Stock of such
Person, or any warrants, rights or options to acquire such Capital Stock, now or
hereafter outstanding, (ii) all obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments, (iii) every obligation of such
Person issued or contracted for as payment in consideration of the purchase by
such Person or an Affiliate of such Person of the Capital Stock or substantially
all of the assets of another Person or in consideration for the merger or
consolidation with respect to which such Person or an Affiliate of such Person
was a party (other than any obligation of such Person to pay an amount to
another Person based on income in respect of Capital Stock or assets which were
purchased or in respect of such merger to which such Person or an Affiliate was
a party except for such obligations which are required in accordance with GAAP
to be classified as a liability on the balance sheet of such Person), (iv) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even if
the rights and remedies of the seller or lender under such agreement in the
event of default are limited to repossession or sale of such property), but
excluding trade payables and other accrued current liabilities arising in the
ordinary course of business, (v) all obligations under Interest Rate Contracts
of such Person, (vi) all Capital Lease Obligations of such Person, (vii) all
indebtedness referred to in clauses (i) through (vi), (ix) and (x) of other
Persons and all dividends of other Persons, the payment of which is secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien, upon any property (including, without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness,
(viii) all Guaranteed Debt of such Person, (ix) all Redeemable Capital Stock
valued at the greater of its voluntary or involuntary maximum fixed repurchase
price plus accrued and unpaid dividends and (x) all Attributable Debt of such
Person. For purposes hereof, the "maximum fixed repurchase price" of any
Redeemable Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Redeemable Capital Stock as if
such Redeemable Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Redeemable Capital
Stock, such Fair Market Value to be determined in good faith by the Board of
Directors of the issuer of such Redeemable Capital Stock.

                  "Indenture" means this instrument as originally executed, or,
if amended or supplemented as herein provided, as so amended or supplemented.

<PAGE>

                                                                              11

                  "Indenture Obligations" means the obligations of the Company
and any other obligor hereunder or under the Notes, including any Guarantor, to
pay principal of, premium, if any, and interest when due and payable, and all
other amounts due or to become due under or in connection with this Indenture,
the Notes and the performance of all other obligations to the Trustee and the
holders under this Indenture and the Notes, according to the terms thereof.

                   "Initial Notes" has the meaning provided in the preamble to
this Indenture.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3)
or (7) under the Securities Act.

                  "Interest Rate Contracts" means interest rate swap agreements,
interest rate cap agreements, interest rate collar agreements, interest rate
insurance, and other agreements or arrangements designed to provide protection
against fluctuations in interest rates.

                  "Investments" means, with respect to any Person, directly or
indirectly, any advance, loan or other extension of credit (including any
guarantee) or capital contribution to (by means of any transfer of cash or other
property (tangible or intangible) to others, or any payment for property or
services for the account or use of others or otherwise), or any purchase,
acquisition or ownership by such Person of any Capital Stock, bonds, notes,
debentures or other securities (including, without limitation, any interests in
any partnership or joint venture) issued or owned by any other Person.

                  "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.

                  "Maturity" when used with respect to any Note means the date
on which the principal of such Note becomes due and payable as therein provided
or as provided herein, whether at Stated Maturity, or any redemption date and
whether by declaration of acceleration, Offer in respect of Excess Proceeds,
Change in Control Offer in respect of a Change in Control, call for redemption
or otherwise.



<PAGE>

                                                                              12

                  "Net Cash Proceeds" means, with respect to any Asset Sale by
any Person, the proceeds thereof in the form of cash or Cash Equivalents
including payments in respect of deferred payment obligations when received in
the form of, or stock or other assets when disposed for, cash or Cash
Equivalents (except to the extent that such obligations are financed or sold
with recourse to the Company or any Subsidiary) net of (i) brokerage commissions
and other reasonable fees and expenses (including fees and expenses of counsel
and investment bankers) related to such Asset Sale, (ii) provisions for all
taxes payable as a result of such Asset Sale, (iii) payments made to retire
Indebtedness where payment of such Indebtedness is secured by the assets or
properties the subject of such Asset Sale, (iv) amounts required to be paid to
any Person (other than the Company or any Subsidiary) owning a beneficial
interest in the assets subject to the Asset Sale and (v) appropriate amounts to
be provided by the Company or any Subsidiary, as the case may be, as a reserve,
in accordance with GAAP, against any liabilities associated with such Asset Sale
and retained by the Company or any Subsidiary, as the case may be, after such
Asset Sale, including, without limitation, pension and other post-employment
benefit liabilities, liabilities related to environmental matters and
liabilities under any indemnification obligations associated with such Asset
Sale, all as reflected in an Officers' Certificate delivered to the Trustee.

                   "9 1/4% Notes" means the Company's 9 1/4% Senior Subordinated
Notes due 2006.

                   "9 3/4% Notes" means the Company's 9 3/4% Senior Subordinated
Notes due 2005.

                  "Non-payment Default" means any default or event of default
under or in respect of any Designated Senior Indebtedness, other than a Payment
Default.

                   "Notes" has the meaning provided in the preamble to this
Indenture.

                  "Noteholder; Registered Holder; Holder; or Holder of Notes" or
other similar terms means any person who shall at the time be the registered
holder of any Note or Notes in the Note Register kept for that purpose in
accordance with the provisions of this Indenture.

                  "Note Register and Note Registrar" shall have the respective
meanings specified in Section 2.5.

                  "Officers' Certificate" means a certificate signed by the
Chief Executive Officer or the President or any Vice President and by the Chief
Financial Officer or Treasurer or the Secretary or an Assistant Secretary of the
Company. Each such certificate shall include the statements provided for in
Section 15.5.

                  "Opinion of Counsel" means an opinion in writing signed by
legal counsel of the Company. Each such opinion shall include the statements
provided for in Section 15.5.

                  "outstanding", when used with reference to Notes, subject to
the provisions of Section 9.4, means, as of any particular time, all Notes
authenticated and delivered by the Trustee under this Indenture, except

                   (a) Notes theretofore cancelled by the Trustee or delivered
to the Trustee for cancellation;



<PAGE>

                                                                              13

                  (b) Notes, or portions thereof, for the payment or redemption
         of which moneys in the necessary amount shall have been deposited in
         trust with the Trustee, provided that such Notes shall have reached
         their stated maturity or, if such Notes are to be redeemed prior to the
         maturity thereof, notice of such redemption shall have been given as
         provided in Article IV; and

                  (c) Notes in lieu of or in substitution for which other Notes
         shall have been authenticated and delivered pursuant to the terms of
         Section 2.7, unless the holder thereof demonstrates to the Trustee that
         any such Notes are held by bona fide holders in due course.

                  "Payment Default" means any default in the payment when due
(at maturity, upon acceleration of maturity, upon mandatory prepayment or
otherwise) of any amount owing under or in respect of any Designated Senior
Indebtedness.

                  "Permitted Indebtedness" means:

                  (a) Indebtedness of up to $300,000,000 outstanding principal 
         amount under the Credit Facility;

                  (b) any guarantee by the Company or any Subsidiary under the 
         Credit Facility;

                  (c) Indebtedness in existence on the date hereof;

                  (d) Indebtedness of the Company pursuant to the Notes;

                  (e) Indebtedness evidenced by letters of credit issued in the
         ordinary course of business consistent with past practice to support
         the Company's or any Subsidiary's insurance or self-insurance
         obligations (including to secure workers' compensation and other
         similar insurance coverages);

                  (f) Interest Rate Contracts, to the extent that the notional
         principal amount of such obligations does not exceed the amount of
         Indebtedness outstanding or committed to be incurred on the date such
         Interest Rate Contracts are entered into;

                  (g) Indebtedness of the Company to a Wholly Owned Subsidiary
         (provided that any Indebtedness of the Company owing to a Wholly Owned
         Subsidiary is subject to the Intercompany Agreement) and Indebtedness
         of a Subsidiary to the Company or another Subsidiary; provided,
         however, that any subsequent issuance or transfer of any Capital Stock
         or any other event which results in any such Wholly Owned Subsidiary
         ceasing to be a Wholly Owned Subsidiary or any other subsequent
         transfer of any such Indebtedness (except to the Issuer or a Wholly
         Owned Subsidiary) shall be deemed, in each case to be incurred and
         shall be treated as an incurrence for purposes of Section 5.9 hereof at
         the time the Wholly Owned Subsidiary in question ceased to be a Wholly
         Owned Subsidiary;


<PAGE>

                                                                              14

                  (h) any guarantees of Indebtedness by a Subsidiary entered
         into in accordance with Section 5.16;

                  (i) Indebtedness incurred by the Company or any Subsidiary
         consisting of Purchase Money Obligations in an amount not to exceed
         $15,000,000 at any one time outstanding;

                  (j) Indebtedness incurred by the Company or any Wholly Owned
         Subsidiary consisting of Capital Lease Obligations in an amount not to
         exceed $15,000,000 at any time outstanding;

                  (k) Indebtedness of the Company or any Wholly Owned
         Subsidiary, in addition to that described in clauses (a) through (k) of
         this definition of "Permitted Indebtedness," in an aggregate principal
         amount outstanding at any given time not to exceed $40,000,000; and

                  (l) any renewals, extensions, substitutions, refundings,
         refinancings or replacements of any Indebtedness described in clauses
         (a) through (e) of this definition of "Permitted Indebtedness,"
         including any successive renewals, extensions, substitutions,
         refundings, refinancings or replacements, so long as (i) any such new
         Indebtedness shall be in a principal amount that does not exceed the
         principal amount (or, if such Indebtedness being refinanced provides
         for an amount less than the principal amount thereof to be due and
         payable upon a declaration of acceleration thereof, such lesser amount
         as of the date of determination) so refinanced, plus the amount of any
         premium required to be paid under the terms of the instrument governing
         such Indebtedness being refinanced or the amount of any premium
         reasonably determined by the Company as necessary to accomplish such
         refinancing through means of a tender offer or privately negotiated
         transactions and, in each case, actually paid, plus the amount of
         expenses of the Company incurred in connection with such refinancing;
         (ii) in the case of any refinancing of Subordinated Indebtedness, such
         new Indebtedness is made subordinate to the Notes at least to the same
         extent as the Indebtedness being refinanced; and (iii) any such new
         Subordinated Indebtedness has an Average Life to Stated Maturity longer
         than the Average Life to Stated Maturity of the Notes and a final
         Stated Maturity later than the final Stated Maturity of the Notes.



<PAGE>

                                                                              15

                  "Permitted Investment" means (i) the Notes or any Guarantees;
(ii) Temporary Cash Investments; (iii) Indebtedness of the Company to a
Subsidiary (provided that any Indebtedness of the Company owing to a Wholly
Owned Subsidiary is subject to the Intercompany Agreement) and Indebtedness of a
Subsidiary to the Company or another Subsidiary; (iv) Investments in existence
on the date hereof; (v) Investments in any Wholly Owned Subsidiary by the
Company or any Wholly Owned Subsidiary or any Investment in the Company by any
Wholly Owned Subsidiary; (vi) receivables owing to the Company and its
Subsidiaries if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms; (vii)
Investments in Permitted Joint Ventures; (viii) Investments in any Healthcare
Related Businesses, provided that the Company is able, at the time of such
Investment and immediately after giving pro forma effect thereto, to incur at
least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in
compliance with Section 5.9; (ix) Investments acquired or retained from another
Person in connection with any sale, conveyance, transfer, lease or other
disposition of any properties or assets to such Person in accordance with
Section 5.13; and (x) in addition to Permitted Investments described in the
foregoing clauses (i) through (ix), Investments in the aggregate amount of
$20,000,000 at any one time outstanding.

                  "Permitted Joint Venture" means any Subsidiary which owns,
operates or services Healthcare Related Business.

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

                  "Preferred Stock," as applied to any Person, means Capital
Stock of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such corporation,
over shares of Capital Stock of any other class of such corporation.

                  "Private Placement Legend" means the legend initially set
forth on the Notes in the form set forth on Exhibit A-1.

                  "Property" means, with respect to any Person, all types of
real, personal, tangible, intangible or mixed property owned by such Person
whether or not included in the most recent consolidated balance sheet of such
Person.

                  "Public Equity Offering" means an underwritten public offering
of common stock (other than Redeemable Capital Stock) of the Company pursuant to
a registration statement that has been declared effective by the Commission
pursuant to the Securities Act (other than a registration statement on Form S-4,
Form S-8 or otherwise relating to equity securities issuable under any employee
benefit plan of the Company).

                  "Purchase Money Obligations" means any Indebtedness of the
Company or any Subsidiary incurred to finance the acquisition or construction of
any Property or business (including Indebtedness incurred within 90 days
following such acquisition or construction), including Indebtedness of a Person
existing at the time such Person becomes a Subsidiary or assumed by the Company
or a Subsidiary in connection with the acquisition of assets from such Person;
provided, however, that any Lien on such Indebtedness shall not extend to any
Property other than the Property so acquired or constructed.

                  "Qualified Capital Stock" of any Person means any and all
Capital Stock of such Person other than Redeemable Capital Stock.

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


<PAGE>

                                                                              16

                  "Redeemable Capital Stock" means any Capital Stock that,
either by its terms, by the terms of any security into which it is convertible
or exchangeable or otherwise, is, or upon the happening of an event or passage
of time would be, required to be redeemed prior to any Stated Maturity of the
principal of the Notes or is redeemable at the option of the holder thereof at
any time prior to any such Stated Maturity, or is convertible into or
exchangeable for debt securities at any time prior to any such Stated Maturity
at the option of the holder thereof.

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

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

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, by and among the Company and the other
parties thereto, relating to the Exchange Offer as such agreement may be
amended, modified or supplemented from time to time.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer including, without limitation, any vice president, any
assistant vice president, any assistant treasurer or any other officer 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 his knowledge of and familiarity with the particular subject.

                  "Restricted Security" has the meaning set forth in Rule
144(a)(3) under the Securities Act; provided, that the Trustee shall be entitled
to request and rely upon an Opinion of Counsel with respect to whether any Note
is a Restricted Security.

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



<PAGE>
                                                                              17

                  "Senior Indebtedness" means all obligations of the Company or
any Subsidiary or Affiliate of the Company, now or hereafter existing, under or
in respect of the Credit Facility, whether for principal, interest (including
interest accruing after the filing of a petition by or against the Company under
any state or federal Bankruptcy Laws, whether or not such interest is allowed as
a claim after such filing in any proceeding under such law) or otherwise
(including obligations in respect of the lease financing facility of the Credit
Facility) and the principal of, premium, if any, and interest on all other
Indebtedness of the Company (other than the Notes), whether outstanding on the
date hereof or hereafter created, incurred or assumed, unless, in the case of
any particular Indebtedness, the instrument creating or evidencing the same or
pursuant to which the same is outstanding expressly provides that such
Indebtedness shall not be senior in right of payment to the Notes.
Notwithstanding the foregoing, "Senior Indebtedness" shall not include (i)
Indebtedness evidenced by the Notes, (ii) Indebtedness evidenced by the 9-3/4%
Notes or the 9-1/4% Notes, (iii) Indebtedness that is by its terms subordinate
or junior in right of payment to any Indebtedness of the Company, (iv)
Indebtedness which when incurred and without respect to any election under
Section 1111(b) of the Bankruptcy Law is without recourse to the Company, (v)
Indebtedness which is represented by Redeemable Capital Stock, (vi) Indebtedness
for goods, materials or services purchased in the ordinary course of business or
Indebtedness consisting of trade payables or other current liabilities (other
than any current liabilities owing under, or in respect of, the Credit
Facility), (vii) Indebtedness of or amounts owed by the Company for compensation
to employees or for services, (viii) any liability for federal, state, local or
other taxes owed or owing by the Company, (ix) Indebtedness of the Company to a
Subsidiary of the Company or any other Affiliate of the Company or any of such
Affiliate's subsidiaries, (x) that portion of any Indebtedness which at the time
of issuance is issued in violation of this Indenture, and (xi) amounts owing
under leases (other than Capital Lease Obligations and obligations in respect of
the lease financing facility of the Credit Facility).

                  "Stated Maturity" when used with respect to any Indebtedness
or any installment of interest thereon, means the dates specified in such
Indebtedness as the fixed date on which the principal of such Indebtedness or
such installment of interest is due and payable.

                   "Subordinated Indebtedness" means Indebtedness of the Company
subordinated in right of payment to the Notes.

                  "Subsidiary" means (i) a corporation (a) at least 50% of the
Voting Stock of which is at the time owned, directly or indirectly, by the
Company and (b) of which the Company, directly or indirectly, has the right to
elect a majority of the members of the Board of Directors either as a result of
the ownership of a majority of the Voting Stock of such corporation or pursuant
to a shareholders or other voting agreement or (ii) any partnership, joint
venture, limited liability company or similar entity at least 50% of the total
equity and voting interests of which (x) is at the time owned, directly or
indirectly, by the Company whether in the form of membership, general, special
or limited partnership, or otherwise and (y) the Company or any Wholly Owned
Subsidiary is a controlling general partner or otherwise controls such entity.

                  "Temporary Cash Investments" means (i) any evidence of
Indebtedness, maturing not more than one year after the date of acquisition,
issued by the United States of America, or an instrumentality or agency thereof
and guaranteed fully as to principal, premium, if any, and interest by the
United States of America, (ii) any certificate of deposit, maturing not more
than one year after the date of acquisition, issued by, or time deposit of, a
commercial banking institution that is a member of the Federal Reserve System
and that has combined capital and surplus and undivided profits of not less than
$500,000,000, whose debt has a rating, at the time as of which any investment
therein is made, of "P-1" (or higher) according to Moody's Investors Service,
Inc. or any successor rating agency, or "A-1" (or higher) according to Standard
and Poor's Corporation or any successor rating agency and (iii) commercial
paper, maturing not more than one year after the date of acquisition, issued by
a corporation (other than an Affiliate or Subsidiary of the Company) organized
and existing under the laws of the United States of America with a rating, at
the time as of which any investment therein is made, of "P-1" (or higher)
according to Moody's Investors Service, Inc. or any successor rating agency, or
"A-1" (or higher) according to Standard and Poor's Corporation or any successor
rating agency.

<PAGE>
                                                                              18

                  "Trustee" means the person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                   "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

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

                  "Voting Stock" means stock of the class or classes pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of a corporation (irrespective of whether or not at the time stock
of any other class or classes shall have or might have voting power by reason of
the happening of any contingency).

                  "Wholly Owned Subsidiary" means a Subsidiary all the Capital
Stock of which is owned by the Company or another Wholly Owned Subsidiary.

                  SECTION I.2 Other Definitions.

                                                                      Defined in
               Term                                                     Section
               ----                                                   ----------
               "Acquisition Survivor"..............................     12.1(c)

               "applicants".......................................      6.2(b)

               "Asset Sale Offer Amount"..........................      5.13(c)

               "Certificated Notes"................................     2.2

               "Change in Control Offer"...........................     4.5(a)

               "Change in Control Purchase Date".................       4.5(c)

               "Change in Control Purchase Price"..................     4.5(a)

               "covenant defeasance"...............................     13.1(c)

               "Deficiency"........................................     5.13(c)

               "Excess Proceeds....................................     5.13(b)

               "Initial Blockage Period"...........................     3.3(b)

               "legal defeasance"..................................     13.1(b)

               "Offered Price".....................................     5.13(c)

               "Payment Blockage Period"...........................     3.3(b)

               "Permitted Junior Notes"............................     3.2(a)

               "Permitted Preferred Stock".........................     5.11(a)

               "record date".......................................     2.3

               "Restricted Payments"...............................     5.10(d)

               "Senior Representative".............................     3.1

               "Surviving Entity"..................................     12.1(a)

<PAGE>

                                                                              19

                 SECTION I.3  Incorporation by Reference of Trust Indenture Act.

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

                  The following Trust Indenture Act terms used in this Indenture
have the following meanings:

                  "indenture securities" means the Notes;

                  "indenture security holder" means a Noteholder;

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Company, any other obligor
upon the Notes or any successor obligor upon the Notes.

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

                 SECTION I.4 Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (c)  "or" is not exclusive;

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

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

                  (f) Unless the context otherwise requires, all references
         herein to "Articles", "Sections" and other subdivisions refer to the
         corresponding Articles, Sections and other subdivisions of this
         Indenture, and the words "herein", "hereof", "hereby", "hereunder" and
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision hereof.

<PAGE>

                                                                              20
                                   ARTICLE II

                        ISSUE, DESCRIPTION, REGISTRATION
                              AND EXCHANGE OF NOTES

                  SECTION II.1 Designation, amount, authentication and delivery
of Notes. The Trustee shall authenticate (i) Initial Notes for original issue in
the aggregate principal amount of $125,000,000 and (ii) Exchange Notes from time
to time for issue, in the aggregate principal amount not to exceed $125,000,000
for issuance in exchange for a like principal amount of Initial Notes pursuant
to an exchange offer registration statement under the Securities Act, in each
case upon receipt of a written order of the Company signed by its Chief
Executive Officer, President or a Vice President without any further corporate
action by the Company. The Initial Notes shall be designated as 9-7/8% Senior
Subordinated Notes due 2009. Exchange Notes may have such distinctive series
designation as, and such changes in the form thereof, as are specified in the
written order referred to in the preceding sentence. Such written order with
respect to the Initial Notes or the Exchange Notes shall specify the amount of
Notes to be authenticated, the series and type of Notes and the date on which
the Notes are to be authenticated, whether the Notes are to be Initial Notes or
Exchange Notes, whether the Notes are to be Certificated Notes or a Global Note
and whether or not the Notes shall bear the Private Placement Legend, or such
other information as the Trustee may reasonably request (such specification can
be provided by attaching a form of Note consistent with the provisions hereof
containing such information). The aggregate principal amount of Notes
outstanding at any time may not exceed $125,000,000, except as provided in
Section 2.7.

                  Nothing contained in this Section 2.1 or elsewhere in this
Indenture, or in the Notes, is intended to or shall limit execution by the
Company or authentication or delivery by the Trustee of Notes under the
circumstances contemplated by Sections 2.5, 2.6, 2.7, 4.3 and 11.5.

                  SECTION II.2 Form of Notes and Trustee's certificate. The
Initial Notes and the Exchange Notes and the Trustee's certificate of
authentication to be borne by the Notes shall be substantially in the form of
Exhibits A-1 and A-2, respectively, which exhibits are part of this Indenture.
The Notes may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers executing the same may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Notes may be listed,
or to conform to usage.

                  Notes offered and sold in reliance on Rule 144A or on
Regulation S under the Securities Act may be issued initially in the form of one
or more Global Notes in registered form, substantially in the form set forth in
Exhibit A-1, deposited with, or on behalf of, the Depository, and shall bear the
legend set forth on Exhibit B. The aggregate principal amount of any Global Note
may from time to time be increased or decreased by adjustments made on the
records of the Depository or the custodian for the Depository.

                  Notes offered and sold in reliance on any other exemption from
registration under the Securities Act other than as described in the preceding
paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A
or on Regulation S under the Securities Act may be issued, in the form of
certificated securities in registered form in substantially the form set forth
in Exhibit A-1 (the "Certificated Notes"). The Trustee shall be conclusively
entitled to rely on the form of Notes (Global or Certificated Notes) as provided
by the Company. Likewise, the Trustee shall be conclusively entitled to rely
upon statements therein to the effect that they are being offered and sold in
reliance on Rule 144A or on Regulation S under the Securities Act, or upon
another exemption from registration under the Securities Act, as directed by the
Company.



<PAGE>

                                                                              21

                  SECTION II.3 Date of Notes and denominations. The Notes shall
bear interest at the rate per annum set forth in their title, payable
semi-annually on January 15 and July 15, beginning July 15, 1999, shall mature
on January 15, 2009 and shall be issuable as registered Notes without coupons in
denominations of $1,000 and any integral multiple thereof. The person in whose
name any Note is registered at the close of business on any record date (as
defined herein) with respect to any interest payment date shall be entitled to
receive the interest payable thereon on such interest payment date
notwithstanding the cancellation of such Note upon any registration of transfer
or exchange thereof subsequent to such record date and prior to such interest
payment date (subject to the provisions of Article IV in the case of any Note or
Notes, or portion thereof, called for redemption on a date subsequent to the
record date and prior to such interest payment date and in the case of any Note
or Notes, or portion thereof, with respect to which the holder has delivered a
written acceptance of a Change in Control Offer or an Offer pursuant to Section
5.13(c) on a date subsequent to such record date). The principal of and interest
on the Notes shall be payable at the office or agency to be maintained by the
Company in accordance with the provisions of Section 5.2 for such purpose;
provided, however, that payment of interest may be made at the option of the
Company by check mailed by first class mail to the address of the person
entitled thereto as such address shall appear in the Note Register. The term
"record date" as used in this Section 2.3 with respect to any interest payment
date shall mean the close of business on January 1 or July 1, as the case may
be, next preceding such interest payment date, whether or not such January 1 or
July 1 is a Business Day.

                  The Notes shall be dated the date of their authentication.
Interest shall accrue on the Notes as provided in the Notes.

                  Interest on the Notes shall be computed on the basis of a
360-day year comprised of twelve 30-day months.

                  SECTION II.4 Execution of Notes. The Notes shall be signed on
behalf of the Company, manually or in facsimile, by its Chief Executive Officer
or its President or a Vice President under its corporate seal (which may be in
facsimile) reproduced thereon and attested, manually or in facsimile, by its
Secretary or an Assistant Secretary or Treasurer or Assistant Treasurer. Only
such Notes as shall bear thereon a certificate of authentication substantially
in the form contained in Exhibits A-1 and A-2 hereto, signed manually by the
Trustee, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. Such certificate by the Trustee upon any Note
executed by the Company shall be conclusive evidence that the Note so
authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture.

                  In case any officer of the Company whose signature appears on
any of the Notes, manually or in facsimile, shall cease to be such officer
before such Notes so signed shall have been authenticated and delivered by the
Trustee, such Notes nevertheless may be authenticated and delivered as though
the person whose signature appears on such Notes had not ceased to be such
officer of the Company; and any Note may be signed, and the corporate seal
reproduced thereon may be attested, on behalf of the Company, manually or in
facsimile, by persons as, at the actual date of the execution of such Note,
shall be the proper officers of the Company, although at the date of the
execution of this Indenture any such person was not such officer.

                  SECTION II.5 Registration, Registration of Transfer and
Exchange of Notes. Subject to Sections 2.11 and 2.12, Notes may be exchanged for
a like aggregate principal amount of Notes of other authorized denominations.
The Notes to be exchanged shall be surrendered at the office or agency to be
maintained by the Company in accordance with the provisions of Section 5.2, and
the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Note or Notes which the Noteholder making the exchange
shall be entitled to receive.



<PAGE>

                                                                              22

                  The Company shall keep or cause to be kept, at the office or
agency to be maintained by the Company in accordance with the provisions of
Section 5.2, a register or registers (the register maintained in such office and
in any other office or agency designated pursuant to Section 5.2 being herein
referred to as the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall register or provide for the
registration of Notes and shall register the transfer of Notes as in this
Article II provided. The Trustee is hereby appointed "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon
surrender for registration of transfer of any Note at such office or agency
(including an exchange of Initial Notes for Exchange Notes), the Company shall
execute and the Trustee shall authenticate and deliver in the name of the
transferee or transferees a new Note or Notes for a like aggregate principal
amount; provided that no exchange of Initial Notes for Exchange Notes shall
occur until an Exchange Offer Registration Statement shall have been declared
effective by the Commission, the Trustee shall have received an Officers'
Certificate confirming that the Exchange Offer Registration Statement has been
declared effective by the Commission and the Initial Notes to be exchanged for
the Exchange Notes shall be cancelled by the Trustee.

                  All Notes presented or surrendered for exchange, registration
of transfer, redemption, purchase or payment shall, if so required by the
Company or the Note Registrar, be accompanied by a written instrument or
instruments of transfer, in form satisfactory to the Company, duly executed by
the registered holder or by his duly authorized attorney and, in every case,
each Note presented or surrendered for registration of transfer shall be
accompanied by the assignment form attached to the Notes, duly executed by the
registered holder or by his duly authorized attorney.

                  No service charge shall be made for any exchange or
registration of transfer of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto.

                  The Company shall not be required to issue, register the
transfer of or exchange any Notes for a period of 15 days before the mailing of
a notice of redemption and ending on the date of such mailing. The Company shall
not be required to register the transfer of or exchange any Note called or being
called for redemption except, in the case of any Note to be redeemed in part,
the portion thereof not to be so redeemed. The Company shall not be required to
register the transfer of or exchange any Note in respect of which a notice
relating to a Change in Control Offer or an Offer in respect of Excess Proceeds
has been given (unless such notice has been withdrawn in accordance with
Sections 4.5 and 5.13) except, in the case of any Note to be purchased in part,
the portion thereof not to be so purchased.



<PAGE>

                                                                              23

                  SECTION II.6 Temporary Notes. Pending the preparation of
definitive Notes, the Company may execute and the Trustee shall authenticate and
deliver temporary Notes (printed, lithographed or typewritten) of any authorized
denomination and substantially in the form of the definitive Notes, but with or
without a recital of specific redemption prices and with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may
be determined by the Board of Directors of the Company. Temporary Notes may
contain such reference to any provisions of this Indenture as may be
appropriate. Every such temporary Note shall be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Notes. Without unnecessary delay the Company will
execute and deliver to the Trustee definitive Notes and thereupon any or all
temporary Notes shall be surrendered in exchange therefor, at the office or
agency to be maintained by the Company in accordance with the provisions of
Section 5.2, and the Trustee shall authenticate and deliver in exchange for such
temporary Notes an equal aggregate principal amount of definitive Notes. Until
so exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes authenticated and delivered
hereunder.

                  SECTION II.7 Mutilated, destroyed, lost or stolen Notes. In
case any temporary or definitive Note shall become mutilated or be destroyed,
lost or stolen, the Company, in the case of any mutilated Note shall, and in the
case of any destroyed, lost or stolen Note in its discretion may, execute, and
upon the Company's request the Trustee shall authenticate and deliver, a new
Note bearing a number, letter or other distinguishing symbol not
contemporaneously outstanding in exchange and substitution for the mutilated
Note, or in lieu of and in substitution for the Note so destroyed, lost or
stolen, or, instead of issuing a substituted Note if any such Note shall have
matured or shall be about to mature or shall have been selected for redemption
or if the Company shall have received a notice from Holders accepting a Change
in Control Offer or an Offer in respect of Excess Proceeds in respect of any
such Note (unless such notice has been withdrawn in accordance with Section 4.5
or 5.13), the Company may pay the same without surrender thereof except in the
case of a mutilated Note. In every case the applicant for a substituted Note or
for such payment shall furnish to the Company and to the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Note and of the ownership thereof. The
Trustee shall authenticate any such substituted Note and deliver the same, or
the Trustee or any Paying Agent of the Company shall make any such payment, upon
the written request or authorization of any officer of the Company, and shall
incur no liability to anyone by reason of anything done or omitted to be done by
it in good faith under the provisions of this Section 2.7. Upon the issue of any
substituted Note, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith.

                  Every substituted Note issued pursuant to the provisions of
this Section 2.7 in substitution for any destroyed, lost or stolen Note shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.

                  All Notes shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes, and shall preclude (to
the extent lawful) any and all other rights or remedies, notwithstanding any law
or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.



<PAGE>

                                                                              24

                  SECTION II.8 Cancellation of surrendered Notes. All Notes
surrendered for the purpose of payment, redemption, purchase by the Company at
the option of the holder, exchange, substitution or registration of transfer,
shall, if surrendered to the Company or any Paying Agent or registrar, be
delivered to the Trustee and the same, together with Notes surrendered to the
Trustee for cancellation, shall be cancelled by the Trustee and no Notes shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. The Trustee shall dispose of cancelled Notes in accordance
with its procedures for the disposition of cancelled securities in effect at the
time of such disposition, and shall deliver certificates of disposition thereof
to the Company. If the Company shall purchase or otherwise acquire any of the
Notes, however, such purchase or acquisition shall not operate as a payment,
redemption or satisfaction of the indebtedness represented by such Notes unless
and until the Company, at its option, shall deliver or surrender the same to the
Trustee for cancellation.

                  SECTION II.9      Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest plus, to the extent lawful, interest payable
on the defaulted interest, to the Persons who are Holders on a subsequent
special record date, which date shall be the fifteenth day next preceding the
date fixed by the Company for the payment of defaulted interest or the next
succeeding Business Day if such date is not a Business Day, in each case at the
rate provided in the Notes. The Company shall, by written notice to the Trustee,
fix each such special record date and payment date. At least 15 days before the
special record date, the Company (or the Trustee, in the name of and at the
expense of the Company) shall mail to each Holder, with a copy to the Trustee, a
notice that states the subsequent special record date, the payment date and the
amount of defaulted interest, and interest payable on such defaulted interest,
if any, to be paid.

                  SECTION II.10 CUSIP Number.

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

                  SECTION II.11  Book-Entry Provisions for Global Note.

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

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Note, and the Depository may be treated by the Company, the
Trustee, the Paying Agent and the Note Registrar and any agent of the same as
the absolute owner and Holder of the Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, the Paying Agent and the Note Registrar or any agent of the same from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.



<PAGE>

                                                                              25

                  (b) Transfers of the Global Note shall be limited to transfers
in whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Certificated Notes in accordance with the rules and procedures
of the Depository and the provisions of Section 2.12. In addition, Certificated
Notes shall be transferred to all beneficial owners in exchange for their
beneficial interests in the Global Note if (i) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for the Global
Note and a successor depository is not appointed by the Company within 90 days
of such notice or (ii) an Event of Default has occurred and is continuing and
the Note Registrar has received a request from the Depository to issue
Certificated Notes.

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

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

                  (e) Any Certificated Note constituting a Restricted Security
delivered in exchange for an interest in a Global Note pursuant to paragraph (b)
or (c) shall, except as otherwise provided by paragraphs (a)(i)(x) and (z) of
Section 2.12, bear the legend regarding transfer restrictions applicable to the
Certificated Notes set forth in Exhibit A-1.

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

                  SECTION II.12  Special Transfer Provisions.

                  (a) Transfers to Non-QIB Institutional Accredited Investors.
The following provisions shall apply with respect to the registration of any
proposed transfer of a Note constituting a Restricted Security to any
Institutional Accredited Investor which is not a QIB:



<PAGE>

                                                                              26

                      (i) the Note Registrar shall register the transfer of any
         Note constituting a Restricted Security, whether or not such Note bears
         the Private Placement Legend, if (x) the requested transfer is after
         the date which is two years after the initial issuance of the Initial
         Notes, (y) in the case of a transfer to an Institutional Accredited
         Investor which is not a QIB (excluding Non-U.S. Persons), the proposed
         transferee has delivered to the Note Registrar a certificate
         substantially in the form of Exhibit C hereto or (z) the Trustee and
         Note Registrar have received both an Opinion of Counsel and an
         Officers' Certificate directing transfer without a Private Placement
         Legend; and

                     (ii) if the proposed transferor is an Agent Member holding
         a beneficial interest in a Global Note, upon receipt by the Note
         Registrar of (x) the certificate, if any, required by paragraph (i)
         above and (y) instructions given in accordance with the Depository's
         and the Note Registrar's procedures,

whereupon (a) the Note Registrar shall reflect on its books and records the date
and (if the transfer does not involve a transfer of outstanding Certificated
Notes) a decrease in the principal amount of a Global Note in an amount equal to
the principal amount of the beneficial interest in a Global Note to be
transferred, and (b) the Company shall execute and the Trustee shall
authenticate upon receipt of a written order of the Company signed by its Chief
Executive Officer, President or a Vice President and deliver one or more
Certificated Notes of like tenor and amount.

                  (b) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Note constituting
a Restricted Security to a QIB:

                      (i) the Note Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Note stating, or has otherwise advised the
         Company and the Note Registrar in writing, that the sale has been made
         in compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on the form of Note stating, or
         has otherwise advised the Company and the Note Registrar in writing,
         that it is purchasing the Note for its own account or an account with
         respect to which it exercises sole investment discretion and that it
         and any such account is a QIB within the meaning of Rule 144A, and is
         aware that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A; and

                     (ii) if the proposed transferee is an Agent Member, and the
         Notes to be transferred consist of Certificated Notes which after
         transfer are to be evidenced by an interest in the Global Note, upon
         receipt by the Note Registrar of instructions given in accordance with
         the Depository's and the Note Registrar's procedures, the Note
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Global Note in an amount equal
         to the principal amount of the Certificated Notes to be transferred,
         and the Trustee shall cancel the Certificated Notes so transferred.

                  (c) Transfers pursuant to Regulation S. The following
provisions shall apply with respect to the registration of any proposed transfer
of a Note constituting a Restricted Security outside the United States in an
offshore transaction within the meaning of Regulation S:



<PAGE>

                                                                              27

                      (i) the Note Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on the form of Note stating, or has otherwise advised the
         Company and the Note Registrar in writing, that the sale has been made
         in compliance with the provisions of Regulation S to a transferee who
         has advised the Company and the Note Registrar in writing, that it is
         purchasing the Note outside of the United State in an offshore
         transaction within the meaning of Regulation S in compliance with Rule
         904 of the Securities Act, and is aware that the transferor is relying
         upon its foregoing representations in order to claim the exemption from
         registration provided by Regulation S; and

                     (ii) if the proposed transferee is an Agent Member, and the
         Notes to be transferred consist of Certificated Notes which after
         transfer are to be evidenced by an interest in the Global Note, upon
         receipt by the Note Registrar of instructions given in accordance with
         the Depository's and the Note Registrar's procedures, the Note
         Registrar shall reflect on its books and records the date and an
         increase in the principal amount of the Global Note in an amount equal
         to the principal amount of the Certificated Notes to be transferred,
         and the Trustee shall cancel the Certificated Notes so transferred.

                  (d) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Note
Registrar shall deliver Notes that do not bear the Private Placement Legend.
Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Note Registrar shall deliver only Notes that bear the
Private Placement Legend unless (i) the circumstances contemplated by paragraph
(a)(i)(x) of this Section 2.12 exist, (ii) there is delivered to the Note
Registrar and the Trustee an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act or (iii) such Note has been sold pursuant to an
effective registration statement under the Securities Act.

                  (e) General. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a Note acknowledges the restrictions on
transfer of such Note set forth in this Indenture and in the Private Placement
Legend and agrees that it will transfer such Note only as provided in this
Indenture.

                  The Note Registrar shall retain copies of all letters, notices
and other written communications received by it pursuant to Section 2.11 or this
Section 2.12. The Company shall have the right to inspect and make copies of all
such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Note Registrar.

                  The Trustee shall be entitled to obtain and conclusively rely
upon, in connection with any transfer of a Note, an opinion of counsel opining
as to whether such Note is a Restricted Security, and whether the transferee is
an Institutional Accredited Investor or a QIB or not a AU.S. person@ within the
meaning of Regulation S.


<PAGE>

                                                                              28



                                   ARTICLE III

                             SUBORDINATION OF NOTES

                  SECTION III.1 Agreement to subordinate. The Company, for
itself, its successors and assigns, covenants and agrees, and each holder of
Notes, by his or her acceptance thereof, likewise covenants and agrees, that the
payment of the principal of and premium, if any, and interest on each and all of
the Notes is hereby expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full, in cash
or Cash Equivalents of all Senior Indebtedness. This Article III constitutes a
continuing offer to all persons or entities who become holders of, or continue
to hold, Senior Indebtedness, each of whom is an obligee hereunder and is
entitled to enforce such holder's rights hereunder, subject to the provisions
hereof, without any act or notice of acceptance hereof or reliance hereon.

                  For the purposes of this Article III, (a) no Senior
Indebtedness shall be deemed to have been paid in full unless and until all
commitments or other obligations of the lenders thereunder to make advances or
otherwise extend credit shall have terminated and the holders thereof shall have
indefeasibly received payment in full in cash or Cash Equivalents, and (b) the
term "Senior Representative" shall mean the indenture trustee or other trustee,
agent or representative for any Senior Indebtedness.

                  SECTION III.2 Distribution on dissolution, liquidation,
bankruptcy or reorganization. Upon any distribution of assets of the Company
upon any total or partial dissolution, winding up, liquidation or reorganization
of the Company, whether in bankruptcy, insolvency, reorganization or
receivership proceedings or upon an assignment for the benefit of creditors or
any other marshalling of the assets and liabilities of the Company or otherwise,

                  (a) The holders of Senior Indebtedness shall be entitled to
receive payment in full in cash or Cash Equivalents or, as acceptable to each
holder of Senior Indebtedness, in any other manner, of all amounts due on or in
respect of all Senior Indebtedness before the Holders of the Notes are entitled
to receive any payment or distribution of any kind or character (excluding
securities of the Company provided for in a plan of reorganization with respect
to the Company approved by the bankruptcy court that are equity securities or
are subordinated in right of payment to all Senior Indebtedness to the same
extent as, or to a greater extent than, the Notes are so subordinated as
provided in this Article; such securities are hereinafter collectively referred
to as "Permitted Junior Notes") on account of principal of, premium, if any, or
interest on the Notes (including any payment or other distribution which may be
received from the holders of Subordinated Indebtedness as a result of any
payment on such Subordinated Indebtedness); and



<PAGE>

                                                                              29

                  (b) any payment or distribution of assets of the Company or
any Subsidiary of any kind or character, whether in cash, property or securities
(excluding Permitted Junior Notes), by set-off or otherwise, to which the
Holders or the Trustee would be entitled but for the provisions of this Article
(including any payment or other distribution which may be received from the
holders of Subordinated Indebtedness as a result of any payment on such
Subordinated Indebtedness) shall be paid by the liquidating trustee or agent or
other Person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their Senior Representative or
Representatives, ratably according to the aggregate amounts remaining unpaid on
account of the Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full in cash, Cash Equivalents or in any other form
acceptable to each, of all Senior Indebtedness remaining unpaid, after giving
effect to any concurrent payment or distribution to the holders of such Senior
Indebtedness; and

                  (c) in the event that, notwithstanding the foregoing
provisions of this Section, the Trustee or the Holder of any Notes shall have
received any payment or distribution of assets of the Company or any Subsidiary
of any kind or character, whether in cash, property or securities (excluding
Permitted Junior Notes), in respect of principal, premium, if any, and interest
on the Notes before all Senior Indebtedness is paid in full, then and in such
event, such payment or distribution (including any payment or other distribution
which may be received from the holders of Subordinated Indebtedness as a result
of any payment on such Subordinated Indebtedness) shall be paid over or
delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full
in cash, Cash Equivalents or, as acceptable to each holder of Senior
Indebtedness, any other manner, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness or deposited with a
court of competent jurisdiction.

                  The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the sale or conveyance of its property or assets as an
entirety, or substantially as an entirety, to another corporation upon the terms
and conditions provided in Article XII shall not be deemed a dissolution,
winding up, liquidation or reorganization of the Company for the purposes of
this Article III if such other corporation shall, as a part of such
consolidation, merger, sale or conveyance, comply with the conditions stated in
Article XII.

                  If the Trustee or any holder of Notes does not file a proper
claim or proof of debt in the form required in any proceeding referred to above
prior to 30 days before the expiration of the time to file such claim in such
proceeding, then the holder of any Senior Indebtedness (or its Representative)
is hereby authorized, and has the right, to file an appropriate claim or claims
for or on behalf of such holder of Notes.

                   SECTION III.3 Suspension of Payment When Senior Indebtedness
in Default.



<PAGE>

                                                                              30

                  (a) Unless Section 3.2 shall be applicable, upon the
occurrence of a Payment Default, then no payment (other than any payments made
pursuant to Section 13.1 which have been deposited with the Trustee for at least
124 days) or distribution of any assets of the Company or any Subsidiary of any
kind or character (excluding Permitted Junior Notes) shall be made by the
Company or any Subsidiary or on behalf of or out of the property of the Company,
or received by the Trustee or any Noteholder on account of principal of,
premium, if any, or interest on, the Notes or on account of the purchase,
redemption, defeasance (whether under Section 13.1(b) or 13.1(c)) or other
acquisition of or in respect of the Notes unless and until such Payment Default
shall have been cured or waived in writing by the holders of the Designated
Senior Indebtedness or shall have ceased to exist or the Designated Senior
Indebtedness shall have been paid in full in cash, Cash Equivalents or in any
other manner as acceptable to each holder of such Senior Indebtedness, after
which the Company shall resume making any and all required payments in respect
of the Notes, including any missed payments.

                  (b) Unless Section 3.2 shall be applicable, upon (i) the
occurrence of a Non-payment Default and (ii) receipt by the Trustee and the
Company from a Senior Representative or the holder of any Designated Senior
Indebtedness of written notice of such occurrence, no payment (other than any
payments made pursuant to Section 13.1 which have been deposited with the
Trustee for at least 124 days) or distribution of any assets of the Company or
any Subsidiary of any kind or character (excluding Permitted Junior Notes) shall
be made by the Company or any Subsidiary or on behalf of or out of the property
of the Company, or received by the Trustee or any Noteholder on account of any
principal of, premium, if any, or interest on, the Notes or on account of the
purchase, redemption, defeasance (whether under Section 13.1(b) or 13.1(c)) or
other acquisition of or in respect of Notes for a period ("Payment Blockage
Period") commencing on the date of receipt by the Trustee of such notice unless
and until the earliest of (subject to any blockage of payments that may then or
thereafter be in effect under subsection (a) of this Section 3.3) (x) 179 days
after receipt of such written notice by the Trustee (provided any Designated
Senior Indebtedness as to which notice was given shall theretofore have not been
accelerated), (y) the date such Non-payment Default and all other Non-payment
Defaults as to which notice is also given after such period is initiated shall
have been cured or waived in writing by the holders of the Designated Senior
Indebtedness or shall have ceased to exist or the Senior Indebtedness related
thereto shall have been paid in full in cash or Cash Equivalents or (z) the date
such Payment Blockage Period and any Payment Blockage Periods initiated during
such period shall have been terminated by written notice to the Company or the
Trustee from the Senior Representative and the holders of the Designated Senior
Indebtedness that have given notice of a Non-payment Default at or after the
initiation of such Payment Blockage Period, after which in the case of clause
(x), (y) or (z), the Company shall resume making any and all required payments
in respect of the Notes including any missed payments. Notwithstanding any other
provision of this Indenture, in no event shall a Payment Blockage Period extend
beyond 179 days from the date of the receipt by the Company or the Trustee of
the notice referred to in clause (ii) of this paragraph (b) (the "Initial
Blockage Period"). Any number of notices of Non-payment Default may be given
during the Initial Blockage Period; provided that during any 365-day consecutive
period only one such period during which payment of principal of, or interest
on, the Notes may not be made may commence and the duration of such period may
not exceed 179 days. No Non-payment Default with respect to Designated Senior
Indebtedness which existed or was continuing on the date of the commencement of
any Payment Blockage Period will be, or can be, made the basis for the
commencement of a second Payment Blockage Period, whether or not within a period
of 365 consecutive days, unless such default shall have been cured or waived for
a period of not less than 90 consecutive days.



<PAGE>

                                                                              31

                  (c) In the event that, notwithstanding the foregoing, the
Company or any Subsidiary shall make, or the Trustee or any Noteholder shall
receive, any payment to the Trustee or the Holder of any Notes prohibited by the
foregoing provisions of this Section, then and in such event such payment shall
be paid over and delivered forthwith to a Senior Representative of the holders
of the Designated Senior Indebtedness or as a court of competent jurisdiction
shall direct.

                  SECTION III.4 Payment Permitted if No Default. Nothing
contained in this Article, elsewhere in this Indenture or in any of the Notes
shall prevent the Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshaling of assets and liabilities of the
Company referred to in Section 3.2 or under the conditions described in Section
3.3, from making payments at any time of principal of, premium, if any, or
interest on the Notes.

                  SECTION III.5 Subrogation to Rights of Holders of Senior
Indebtedness. Subject to the payment in full of all Senior Indebtedness, the
Holders of the Notes shall be subrogated to the rights of the holders of such
Senior Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of,
premium, if any, and interest on the Notes shall be paid in full. For purposes
of such subrogation, no payments or distributions to the holders of Senior
Indebtedness of any cash, property or securities to which the Holders of the
Notes or the Trustee would be entitled except for the provisions of this
Article, and no payments over pursuant to the provisions of this Article to the
holders of Senior Indebtedness by Holders of the Notes or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Indebtedness, and
the Holders of the Notes, be deemed to be a payment or distribution by the
Company to or on account of the Senior Indebtedness.

                  SECTION III.6 Provisions Solely to Define Relative Rights. The
provisions of this Article are intended solely for the purpose of defining the
relative rights of the Holders of the Notes on the one hand and the holders of
Senior Indebtedness on the other hand. Nothing contained in this Article or
elsewhere in this Indenture or in the Notes is intended to or shall (i) impair,
as among the Company, its creditors other than holders of Senior Indebtedness
and the Holders of the Notes, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders of the Notes the principal of, premium,
if any, and interest on the Notes as and when the same shall become due and
payable in accordance with their terms; or (ii) affect the relative rights
against the Company of the Holders of the Notes and creditors of the Company
other than the holders of Senior Indebtedness; or (iii) prevent the Trustee or
the Holder of any Note from exercising all remedies otherwise permitted by
applicable law upon Default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness (A) in any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshaling of assets and liabilities of the
Company referred to in Section 3.2, to receive, pursuant to and in accordance
with such Section, cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder, or (B) under the conditions specified
in Section 3.3, to prevent any payment prohibited by such Section or enforce
their rights pursuant to Section 3.3(c).



<PAGE>

                                                                              32

                  SECTION III.7 Trustee to Effectuate Subordination.

                  Each Holder of a Note by his or her acceptance thereof
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in this
Article and appoints the Trustee his or her attorney-in-fact for any and all
such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company whether in bankruptcy, insolvency,
receivership proceedings, or otherwise, the timely filing of a claim for the
unpaid balance of the indebtedness of Company owing to such Holder in the form
required in such proceedings and the causing of such claim to be approved. If
the Trustee does not file a proper claim at least 30 days before the expiration
of the time to file such claim, then the holders of Senior Indebtedness, and
their agents, trustees or other representatives are authorized to do so for and
on behalf of the Holders of the Notes.

                  SECTION III.8  No Waiver of Subordination Provisions.

                  (a) No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any non-compliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

                  (b) Without limiting the generality of subsection (a) of this
Section, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Notes, without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article or the
obligations hereunder of the Holders of the Notes to the holders of Senior
Indebtedness, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, or
waive compliance with the terms of, Senior Indebtedness or any instrument
evidencing the same or any agreement under which Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any
Person liable in any manner for the collection or payment of Senior
Indebtedness; and (iv) exercise or refrain from exercising any rights against
the Company and any other Person; provided, however, that in no event shall any
such actions limit the right of the Holders of the Notes to take any action to
accelerate the maturity of the Notes pursuant to Article VII of this Indenture
or to pursue any rights or remedies hereunder or under applicable laws if the
taking of such action does not otherwise violate the terms of this Article,
subject to the rights, if any, under this Article, of the holders, from time to
time, of Senior Indebtedness to receive the cash, property or securities
receivable upon the exercise of such rights or remedies.



<PAGE>

                                                                              33

                  SECTION III.9 Notice to Trustee. (a) The Company shall give
prompt written notice to the Trustee of any fact known to the Company which
would prohibit the making of any payment to or by the Trustee in respect of the
Notes. Notwithstanding the provisions of this Article or any provision of this
Indenture, the Trustee or any Paying Agent shall not be charged with knowledge
of the existence of any facts which would prohibit the making of any payment to
or by the Trustee or any Paying Agent in respect of the Notes, unless and until
the Trustee shall have received written notice thereof from the Company or a
holder of Senior Indebtedness or from a Senior Representative or any trustee,
fiduciary or agent therefor; and, prior to the receipt of any such written
notice, the Trustee shall be entitled in all respects to assume that no such
facts exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section at least three Business Days prior to the
date upon which by the terms hereof any money may become payable for any purpose
(including, without limitation, the payment of the principal of, premium, if
any, or interest on any Note), then, anything herein contained to the contrary
notwithstanding but without limiting the rights and remedies of the holders of
Senior Indebtedness or any trustee, fiduciary or agent thereof, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purpose for which such money was received and shall not be affected by
any notice to the contrary which may be received by it within three Business
Days prior to such date; nor shall the Trustee be charged with knowledge of the
elimination of the act or condition preventing any such payment unless and until
the Trustee shall have received an Officers' Certificate to such effect.

                  (b) The Trustee shall be entitled to rely on the delivery to
it of a written notice to the Trustee and the Company by a Person representing
himself to be a Senior Representative or a holder of Senior Indebtedness (or a
trustee, fiduciary or agent therefor) to establish that such notice has been
given by a Senior Representative or a holder of Senior Indebtedness (or a
trustee, fiduciary or agent thereof and the Trustee shall have no duty to
investigate the authenticity thereof or the authority of the person signing and
shall have no liability for relying thereon); provided, however, that failure to
give such notice to the Company shall not affect in any way the ability of the
Trustee to rely on such notice. In the event that the Trustee determines in good
faith that further evidence is required with respect to the right of any Person
as a holder of Senior Indebtedness to participate in any payment or distribution
pursuant to this Article, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment or
the Trustee or the Paying Agent may deposit the funds in question with a court
of competent jurisdiction.



<PAGE>

                                                                              34

                  SECTION III.10 Reliance on Judicial Order or Certificate of
Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee and the Holders of the Notes shall be
entitled to conclusively rely upon any order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or similar case or
proceeding is pending, or a certificate of the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee for the benefit of creditors, agent or
other person making such payment or distribution, delivered to the Trustee or to
the Holders of Notes, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount of amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article, provided that the foregoing shall apply only if such
court has been fully apprised of the provisions of this Article.

                  SECTION III.11 Rights of Trustee as a Holder of Senior
Indebtedness; Preservation of Trustee's Rights. The trustee in its individual
capacity shall be entitled to all the rights set forth in this Article with
respect to any Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 8.6.

                  SECTION III.12 Article Applicable to Paying Agents. In case at
any time any Paying Agent other than the Trustee shall have been appointed by
the Company and be then acting under this Indenture, the term "Trustee" as used
in this Article shall in such case (unless the context otherwise requires) be
construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee; provided, however, that
Section 3.11 shall not apply to the Company or any Affiliate of the Company if
it or such Affiliate acts as Paying Agent.

                  SECTION III.13 No Suspension of Remedies. Nothing contained in
this Article shall limit the right of the Trustee or the Holders of Notes to
take any action to accelerate the maturity of the Notes pursuant to Article VII
of this Indenture or to pursue any rights or remedies hereunder or under
applicable law, subject to the rights, if any, under this Article of the
holders, from time to time, of Senior Indebtedness to receive the cash, property
or securities receivable upon the exercise of such rights or remedies.

                  SECTION III.14 Trustee's Relation to Senior Indebtedness. With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article, and no implied covenants or obligations with respect to
the holders of Senior Indebtedness shall be read into this Article against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and the Trustee shall not be liable to any holder
of Senior Indebtedness if it shall, without gross negligence or willful
misconduct, pay over or deliver to Holders, the Company or any other Person
(other than a court of competent jurisdiction) moneys or assets to which any
holder of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

                  SECTION III.15 Other Rights of Holders of Senior Indebtedness.
All rights and interests under this Indenture of the holders of Senior
Indebtedness, and all agreements and obligations of the Trustee, the Holders of
the Notes and the Company under this Article shall remain in full force and
effect irrespective of (i) any lack of validity or enforceability of the Credit
Facility, and promissory notes evidencing the Credit Facility or any other
agreement or instrument relating thereto or to any other Senior Indebtedness or
(ii) any other circumstance that might constitute a defense available to, or a
discharge of, a guarantor or surety (other than as a result of any payments
indefeasibly made on the Credit Facility or any other Senior Indebtedness).



<PAGE>

                                                                              35

                  The holders of Senior Indebtedness are hereby authorized to
demand specific performance of this Article, whether or not the Company shall
have complied with any provisions of this Article applicable to it, at any time
when the Trustee or any Holder of the Notes shall have failed to comply with any
of these provisions.

                  The provisions of this Article shall continue to be effective
or be reinstated, as the case may be, if at any time any payment of any of the
Senior Indebtedness is rescinded or must otherwise be returned by any holder of
Senior Indebtedness upon the insolvency, bankruptcy or reorganization of the
Company or otherwise, all as though such payment had not been made.


<PAGE>

                                                                              36

                                   ARTICLE IV

                        REDEMPTION AND PURCHASES OF NOTES

                  SECTION IV.1 Redemption Prices. On or after January 15, 2004
the Company may, at its option, redeem at any time all or from time to time any
part of the Notes, on any date prior to maturity at the redemption prices and
subject to the conditions specified in the Notes, together with interest accrued
and unpaid thereon to the date fixed for redemption at the following redemption
prices (expressed as a percentage of the principal amount) if redeemed during
the 12-month period beginning January 15 of the years indicated below:

                                                                Redemption
           Year                                                   Price 
           ----                                                 ----------    
           2004 ...............................................  104.937%
           2005 ...............................................  102.468%
           2006 ...............................................  101.234%

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date.

                  In addition, at any time prior to January 15, 2002, the
Company, at its option, may use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Notes originally issued under the Indenture at a redemption price equal to
109.875% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of redemption; provided that at least 65%
of the initial aggregate principal amount of Notes remains outstanding
immediately after the occurrence of such redemption. In order to effect the
foregoing redemption, the Company must mail a notice of redemption no later than
30 days after the closing of the related Public Equity Offering and must
consummate such redemption within 60 days of the closing of the Public Equity
Offering.

                  SECTION IV.2 Notice of Redemption; Selection of Notes. In case
the Company shall desire to exercise such right to redeem all or, as the case
may be, any part of the Notes in accordance with the right reserved so to do,
the Company, or at the Company's written request, the Trustee in the name and at
the expense of the Company, shall give notice of such redemption to holders of
the Notes to be redeemed as hereinafter in this Section 4.2 provided.

<PAGE>

                                                                              37

                  Notice of redemption shall be given to the holders of Notes to
be redeemed as a whole or in part by mailing by first-class mail a notice of
such redemption not less than 30 nor more than 60 days prior to the date fixed
for redemption to their last addresses as they shall appear in the Note
Register, but failure to give such notice by mailing to the holder of any Note
designated for redemption as a whole or in part, or any defect therein, shall
not affect the validity of the proceedings for the redemption of any other
Notes.

                  Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the holder
receives the notice.

                  Each such notice of redemption shall state the CUSIP number of
the Notes to be redeemed and shall specify the total principal amount to be
redeemed, the date fixed for redemption and the redemption price at which Notes
are to be redeemed, and shall state that payment of the redemption price of the
Notes to be redeemed will be made at the office or agency to be maintained by
the Company in accordance with the provisions of Section 5.2, upon presentation
and surrender of such Notes, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date interest thereon will cease to accrue. If less than all the Notes are to be
redeemed, the notice of redemption to each holder shall state the aggregate
principal amount of the Notes to be redeemed and shall identify the Notes of
such holders to be redeemed. In case any Note is to be redeemed in part only,
the notice which relates to such Note shall state the portion of the principal
amount thereof to be redeemed (which shall be $1,000 or an integral multiple
thereof), and shall state that on and after the date fixed for redemption, upon
surrender of such Note, the holder will receive the redemption price together
with accrued interest in respect of the principal amount thereof called for
redemption and, without charge, a new Note or Notes of authorized denominations
for the principal amount thereof remaining unredeemed.

                  On or prior to the date fixed for redemption specified in the
notice of redemption given as provided in this Section 4.2, the Company will
deposit with the Trustee or with one or more Paying Agents (or, if the Company
is acting as its own Paying Agent, set aside, segregate and hold in trust as
provided in Section 5.4(c)) immediately available funds sufficient to redeem on
the date fixed for redemption all the Notes or portions of Notes so called for
redemption at the appropriate redemption price, together with accrued interest
to the date fixed for redemption.

                  The Company shall give the Trustee, not less than 45 nor more
than 60 days (or such shorter period acceptable to the Trustee) in advance of
the date fixed for redemption, notice of the aggregate principal amount of Notes
to be redeemed, and thereupon the Trustee shall select the Notes or portions
thereof to be redeemed by lot or such other method as the Trustee shall deem
fair and appropriate and shall thereafter promptly notify the Company of the
Notes or portions thereof to be redeemed.



<PAGE>

                                                                              38

                  SECTION IV.3 When Notes called for redemption become due and
payable. If the giving of notice of redemption shall have been completed as
above provided, the Notes or portions of Notes specified in such notice (and not
theretofore purchased pursuant to Sections 4.5 and 5.13) shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after such date fixed for redemption (unless the Company
shall default in the payment of such Notes at the redemption price, together
with interest accrued to the date fixed for redemption) interest on the Notes or
portions of Notes so called for redemption shall cease to accrue. On
presentation and surrender of such Notes at said place of payment in said notice
specified, on or after the date fixed for redemption the said Notes shall be
paid and redeemed by the Company at the applicable redemption price, together
with interest accrued to the date fixed for redemption. Upon presentation of any
Note which is redeemed in part only, the Company shall execute and register and
the Trustee shall authenticate and deliver at the expense of the Company, a new
Note or Notes in principal amount equal to the unredeemed portion of the Note so
presented.

                  SECTION IV.4 Cancellation of Redeemed Notes. All Notes
surrendered to the Trustee, upon redemption pursuant to the provisions of this
Article IV, shall be forthwith cancelled by it.

                  SECTION IV.5  Purchase of Notes Upon Change in Control.

                  (a) Upon the occurrence of a Change in Control, each Holder
shall have the right to require that the Company repurchase such Holder's Notes
pursuant to an offer described in subsection (c) of this Section (a "Change in
Control Offer") in whole or in part in integral multiples of $1,000, at a
purchase price (the "Change in Control Purchase Price") in cash in an amount
equal to 101% of the principal amount thereof plus accrued and unpaid interest,
if any, to the date of purchase, in accordance with the procedures set forth in
Subsections (b), (c), (d) and (e) of this Section.

                  (b) Within 30 days following a Change in Control and prior to
the mailing of the notice relating to the Change in Control Offer to Holders
provided for in paragraph (c) below, the Company covenants to (i) notify the
lenders under the Credit Facility that a Change in Control has occurred and (ii)
either (1) repay in full all Indebtedness under the Credit Facility and
permanently reduce to zero the commitments of the lenders thereunder or offer to
repay in full all such Indebtedness and permanently reduce such commitments and
repay the Indebtedness and permanently reduce to zero the commitment of each
lender who has accepted such offer or (2) obtain the requisite consent under the
Credit Facility to permit the repurchase of the Notes as provided for in this
Section 4.5. The Company shall first comply with this subsection (b) before it
shall be required to repurchase the Notes pursuant to this Section 4.5, and any
failure to comply with this subsection (b) shall constitute a Default of this
covenant for purposes of Section 7.1(c)(iv).

                  (c) Within 30 days following any Change in Control, the
Company shall send by first-class mail, postage prepaid, to the Trustee and to
each Holder of the Notes, at his address appearing in the Note Register, a
notice specifying, among other things:



<PAGE>

                                                                              39

                  (1) that a Change in Control has occurred, the date of such
         event, and that such Holder has the right to require the Company to
         repurchase such Holder's Notes in whole or in part at the Change in
         Control Purchase Price in cash;

                  (2) the circumstances and relevant facts regarding such Change
         in Control (including but not limited to information with respect to
         pro forma historical income, cash flow and capitalization after giving
         effect to such Change in Control, if any);

                  (3) (i) the most recently filed Annual Report on Form 10-K
         (including audited consolidated financial statements) of the Company,
         the most recent subsequently filed Quarterly Report on Form 10-Q, as
         applicable, and any Current Report on Form 8-K of the Company filed
         subsequent to such Quarterly Report (or in the event the Company is not
         required to prepare any of the foregoing Forms, the comparable
         information required to be prepared by the Company and any Guarantor
         pursuant to Section 5.18), (ii) a description of material developments
         in the Company's business subsequent to the date of the latest of such
         reports and (iii) such other information, if any, concerning the
         business of the Company which the Company in good faith believes will
         enable such Holders to make an informed investment decision;

                  (4) that the Change in Control Offer is being made pursuant to
         this Section 4.5 and that all Notes properly tendered pursuant to such
         Change in Control Offer will be accepted for payment at the Change in
         Control Offer Purchase Price;

                  (5) the purchase date (the "Change in Control Purchase Date")
         which shall be a Business Day no earlier than 30 days nor later than 60
         days from the date such notice is mailed;

                  (6) the Change in Control Purchase Price;

                  (7) that the tender is revocable and instructions determined
         by the Company that a Holder must follow in order to have Notes
         purchased (including, but not limited to, the place at which Notes
         shall be presented and surrendered for purchase) and materials
         necessary to comply with applicable tender rules;

                  (8) that the Change in Control Purchase Price for any Note
         which has been properly tendered and not withdrawn will be paid
         promptly following the Change in Control Offer Purchase Date; and

                  (9) the procedures for withdrawing a tender.



<PAGE>

                                                                              40

                  (d) Upon receipt by the Company of the proper tender of Notes
the Holder of the Note in respect of which such proper tender was made shall
(unless the tender of such Note is properly withdrawn) thereafter be entitled to
receive solely the Change in Control Purchase Price with respect to such Note.
Upon surrender of any such Note for purchase in accordance with the foregoing
provisions, such Note shall be paid by the Company at the Change in Control
Purchase Price; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Change in Control Purchase Date shall be payable
to the Holders of such Notes, registered as such on the record dates according
to the terms and the provisions of Section 2.3. If any Note tendered for
purchase shall not be so paid upon surrender thereof, the principal thereof (and
premium, if any, thereon) shall, until paid, bear interest from the Change in
Control Purchase Date at the rate borne by such Note. Holders electing to have
Notes purchased will be required to give notice and surrender such Notes to the
Company at the address specified in the Company's aforementioned notice at least
two Business Days prior to the Change in Control Purchase Date. Any Note that is
to be purchased only in part shall be surrendered to the Company or its agent at
the address specified in the Company's aforementioned notice (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereto or such Holder's attorney duly authorized in writing),
and the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Note, without service charge, one or more new Notes of any
authorized denominations as requested by such Holder in an aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Note so surrendered that is not purchased.

                  (e) Not later than the Change in Control Purchase Date, the
Company shall (i) accept for payment Notes or portions thereof tendered pursuant
to the Change in Control Offer, (ii) in the event the Company is not acting as
its own Paying Agent, no later than 11 a.m. (New York time) on the Business Day
prior to the Change in Control Purchase Date, deposit with the Paying Agent an
amount of cash sufficient to pay the aggregate Change in Control Purchase Price
of all the Notes or portions thereof that are to be purchased as of the Change
in Control Purchase Date and (iii) deliver to the Paying Agent an Officers'
Certificate stating the Notes or portions thereof accepted for payment by the
Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so
accepted payment in an amount equal to the Change in Control Purchase Price of
the Notes purchased from each such Holder, and the Company shall execute and the
Trustee shall promptly authenticate and mail or deliver to such Holders a new
Note equal in principal amount to any unpurchased portion of the Note
surrendered. Any Notes not so accepted shall be promptly mailed or delivered by
the Paying Agent at the Company's expense to the Holder thereof. The Company
will publicly announce the results of the Change in Control Offer on the Change
in Control Purchase Date. For purposes of this Section 4.5, the Company shall
choose a Paying Agent which shall not be the Company.

                  (f) Any acceptances by Holders of the Change in Control Offer
may be withdrawn before or after delivery of Notes by the Holder to the Company,
by means of a written notice of withdrawal delivered by the Holder to the
Company or its agent at the address specified in the Company's aforementioned
notice at any time prior to the close of business on two Business Days prior to
the Change in Control Purchase Date specifying, as applicable:

                  (1) the certificate number of the Note in respect of which
         such notice of withdrawal is being submitted,

                  (2) the principal amount of the Note (which shall be $1,000 or
         an integral multiple thereof) with respect to which such notice of
         withdrawal is being submitted, and



<PAGE>

                                                                              41

                  (3) the principal amount, if any, of such Note (which shall be
         $1,000 or an integral multiple thereof) that remains subject to the
         Change in Control Offer and that has been or will be delivered to the
         Company or its agent for purchase by the Company.

                  (g) The Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed, together with interest or dividends, if
any, thereon, held by them for the payment of the Change in Control Purchase
Price; provided, however, that, to the extent that the aggregate amount of cash
deposited by the Company pursuant to clause (e)(ii) exceeds the aggregate Change
in Control Purchase Price of the Notes or portions thereof to be purchased, then
the Trustee shall hold such excess for the Company and promptly after the
Business Day following the Change in Control Purchase Date the Trustee shall
upon demand return any such excess to the Company together with interest or
dividends, if any, thereon.

                  (h) The Company shall comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, in connection with a Change
in Control Offer.


                                    ARTICLE V

                                    COVENANTS

                  SECTION V.1 Payment of principal of and premium, if any, and
interest on Notes. The Company will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest on the Notes at the time and
place and in the manner provided in the Notes and this Indenture.

                  SECTION V.2 Maintenance of office or agency for registration
of transfer, exchange and payment of Notes. So long as any of the Notes shall
remain outstanding, the Company will maintain an office or agency in the Borough
of Manhattan, The City of New York, State of New York, where the Notes may be
surrendered for exchange or registration of transfer as in this Indenture
provided, and where notices and demands to or upon the Company in respect to the
Notes may be served, and where the Notes may be presented or surrendered for
payment. The Company may also from time to time designate one or more other
offices or agencies where Notes may be presented or surrendered for any and all
such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, The City of New York, State of New York for such purposes. The
Company will give to the Trustee prompt written notice of the location of any
such office or agency and of any change of location thereof. The Company
initially appoints the Trustee its office or agency for each of said purposes.
In case the Company shall fail to maintain any such office or agency or shall
fail to give such notice of the location or of any change in the location
thereof, such surrenders, presentations and demands may be made and notices may
be served at the office of the Trustee set forth in Section 15.3, and the
Company hereby appoints the Trustee its agent to receive at the aforesaid office
all such surrenders, presentations, notices and demands. The Trustee will give
the Company prompt notice of any change in location of the Trustee's principal
corporate trust office.


<PAGE>


                                                                              42

                  SECTION V.3 Appointment to fill a vacancy in the office of
Trustee. The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 8.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

                  SECTION V.4 Provision as to Paying Agent. (a) If the Company
shall appoint a paying agent other than the Trustee, it will cause such Paying
Agent to execute and deliver to the Trustee an instrument in which such agent
shall undertake, subject to the provisions of this Section 5.4,

                  (i) that it will hold all sums held by it as such agent for
         the payment of the principal of, premium, if any, or interest on the
         Notes whether such sums have been paid to it by the Company (or by any
         other obligor on the Notes) in trust for the benefit of the holders of
         the Notes and will notify the Trustee of the receipt of sums to be so
         held,

                  (ii) that it will give the Trustee notice of any failure by
         the Company (or by any other obligor on the Notes) to make any payment
         of the principal of, premium, if any, or interest on the Notes when the
         same shall be due and payable,

                  (iii) that it will at any time during the continuance of any
         Event of Default specified in subsection (a) or (b) of Section 7.1,
         upon the written request of the Trustee, deliver to the Trustee all
         sums so held in trust by it, and

                  (iv) acknowledge, accept and agree to comply in all aspects
         with the provisions of this Indenture relating to the duties, rights
         and liabilities of such Paying Agent, including, without limitation,
         the provision of Article III hereof.

                  (b) If the Company shall not act as its own Paying Agent, it
will, by 11 a.m. on the Business Day prior to each due date of the principal of
or premium, if any, or interest on any Notes, deposit with such Paying Agent a
sum in same day funds sufficient to pay the principal of, premium, if any, or
interest so becoming due, such sum to be held in trust for the benefit of the
holders of Notes entitled to such principal of or premium, if any, or interest,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its failure so to act.

                  (c) If the Company shall act as its own Paying Agent, it will,
on or before each due date of the principal of or premium, if any, or interest
on the Notes, set aside, segregate and hold in trust for the benefit of the
persons entitled thereto, a sum sufficient to pay such principal or premium or
interest so becoming due and will notify the Trustee of any failure to take such
action.

                  (d) Anything in this Section 5.4 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by it, or any Paying
Agent hereunder, as required by this Section 5.4, such sums to be held by the
Trustee upon the trusts herein contained.


<PAGE>

                                                                              43

                  (ei Anything in this Section 5.4 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
5.4 is subject to the provisions of Sections 13.6 and 13.7.

                  SECTION V.5 Maintenance of Corporate Existence. So long as any
of the Notes shall remain outstanding, the Company will at all times (except as
otherwise provided or permitted in this Section 5.5 or elsewhere in this
Indenture) do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and franchises and the corporate
existence and franchises of each Subsidiary; provided that nothing herein shall
require the Company to continue the corporate existence or franchises of any
Subsidiary if in the judgment of the Company it shall be necessary, advisable or
in the interest of the Company to discontinue the same.

                  SECTION V.6 Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, the failure to pay or discharge of
which would have a material adverse effect on the condition (financial or
otherwise), earnings or business affairs of the Company and its Subsidiaries
taken as one enterprise; provided, however, that the Company shall not be
required to pay or cause to be paid or discharged any such tax, assessment or
governmental charge whose amount, applicability or validity is being contested
in good faith by appropriate proceedings properly instituted and diligently
conducted and in respect of which appropriate reserves (in the good faith
judgment of management of the Company) are being maintained in accordance with
GAAP consistently applied.

                  SECTION V.7 Maintenance of Properties. The Company will cause
all properties owned or leased by the Company or any Subsidiary or used or held
for use in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition and repair as in the judgment of the
Company may be necessary so that the business carried on in connection therewith
may be properly conducted at all times; provided, however, that nothing in this
Section shall prevent the Company from (i) discontinuing the use, operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Board of Directors of the Company or the Subsidiary concerned, or of any
officer (or other agent employed by the Company or any Subsidiary) having
managerial responsibility for such property, desirable in the conduct of its
business or the business of any Subsidiary or (ii) selling any properties;
provided that the proceeds of such sale shall be applied in accordance with
Section 5.13, if applicable.

                  SECTION V.8 Insurance. The Company shall provide or cause to
be provided for itself and any Subsidiaries of the Company insurance (including
appropriate self-insurance) with insurers, believed by the Company to be
responsible, against loss or damage of the kinds customarily insured against by
Persons similarly situated and owning like properties in the same general areas
in which the Company or such Subsidiaries operate, unless such failure to
provide or cause to be provided such insurance would not have a material adverse
effect on the condition (financial or otherwise), earnings or business affairs
of the Company and its Subsidiaries taken as one enterprise.


<PAGE>

                                                                              44

                  SECTION V.9 Limitation on Indebtedness. The Company will not,
and will not permit any of its Subsidiaries to, create, incur, assume, or
directly or indirectly guarantee or in any other manner become directly or
indirectly liable for the payment of, any Indebtedness (including any Acquired
Indebtedness but excluding Permitted Indebtedness) unless at the time of such
event and after giving effect thereto on a pro forma basis the Company's Fixed
Charge Coverage Ratio for the four full fiscal quarters immediately preceding
such event, taken as one period, calculated on the assumption that (i) such
Indebtedness had been incurred on the first day of such four-quarter period and
(ii) any acquisition or disposition by the Company and its Subsidiaries of any
assets out of the ordinary course of business, or any company or business
facility, in each case since the first day of its last four completed fiscal
quarters, had been consummated on such first day of such four-quarter period,
would have been at least 2.00 to 1.00.

                  For purposes of determining compliance with this covenant, in
the event that an item of proposed Indebtedness meets the criteria of more than
one of the categories described in clauses (a) through (l) of the definition of
Permitted Indebtedness as of the date of incurrence thereof or is entitled to be
incurred pursuant to the first paragraph of this covenant as of the date of
incurrence thereof, the Company shall, in its sole discretion, classify or
reclassify such item of Indebtedness in any manner that complies with this
covenant. Accrual of interest, the accretion of accreted value and the payment
of interest in the form of additional Indebtedness will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant and the payment of
dividends on Redeemable Capital Stock in the form of additional shares of the
same class of Redeemable Capital Stock will not be deemed an issuance of
Redeemable Capital Stock.

                  SECTION V.10 Limitation on Restricted Payments. The Company
will not, and will not permit any Subsidiary to, directly or indirectly:

                           (a) declare or pay any dividend on, or make any
                  distribution to holders of, any Capital Stock of the Company
                  (other than dividends or distributions payable solely in
                  shares of Qualified Capital Stock of the Company or in
                  options, warrants or other rights to acquire Qualified Capital
                  Stock of the Company);

                           (b) purchase, redeem, defease or otherwise acquire or
                  retire for value any Capital Stock of the Company or any
                  Affiliate thereof (other than any Wholly Owned Subsidiary of
                  the Company) or any option, warrant or other right to acquire
                  such Capital Stock of the Company or any Affiliate thereof;

                           (c) make any principal payment on, or redeem,
                  repurchase, defease or otherwise acquire or retire for value
                  in each case, prior to any scheduled repayment, or maturity,
                  any Subordinated Indebtedness; or

                           (d) make any Investment in any Person (other than any
                  Permitted Investment) unless the Person thereby becomes a
                  Wholly Owned Subsidiary;



<PAGE>

                                                                              45

(such payments described in (a) through (d) collectively, "Restricted
Payments"), unless at the time of and after giving effect to the proposed
Restricted Payment (the amount of any such Restricted Payment, if other than
cash, as determined by the Board of Directors, whose determination shall be
conclusive and evidenced by a Board Resolution), (1) no Default or Event of
Default shall have occurred and be continuing; and such Restricted Payment shall
not be an event which is, or after notice or lapse of time or both, would be, an
"event of default" under the terms of any Indebtedness of the Company or any
Subsidiary; (2) immediately before and immediately after giving effect to such
transaction on a pro forma basis, the Company could incur $1.00 of additional
Indebtedness under Section 5.9 (other than Permitted Indebtedness); and (3) the
aggregate amount of all Restricted Payments (plus, without duplication,
dividends and distributions paid to any Person other than the Company, a Wholly
Owned Subsidiary or a Permitted Joint Venture as permitted by Section 5.11 and
any Restricted Payments made pursuant to clauses (i), (iv), (v) and (vi) of the
succeeding paragraph) declared or made after the date hereof shall not exceed
the sum of

                  (A) 50% of the Consolidated Net Income of the Company accrued
         on a cumulative basis during the period beginning on October 7, 1996
         and ending on the last day of the Company's last fiscal quarter ending
         prior to the date of such proposed Restricted Payment (or, if such
         aggregate cumulative Consolidated Net Income shall be a loss, minus
         100% of such loss);

                  (B) the aggregate Net Cash Proceeds received after October 7,
         1996 by the Company as capital contributions to the Company;

                  (C) the aggregate Net Cash Proceeds received after October 7,
         1996 by the Company from the issuance or sale (other than to any of its
         Subsidiaries) of shares of Capital Stock (other than Redeemable Capital
         Stock) of the Company or any options or warrants to purchase such
         shares (other than issuances in respect of clause (ii) of the
         subsequent paragraph) of Capital Stock (other than Redeemable Capital
         Stock) of the Company;

                  (D) the aggregate Net Cash Proceeds received after October 7,
         1996 by the Company (other than from any of its Subsidiaries) upon the
         exercise of any options or warrants to purchase shares of Capital Stock
         of the Company;

                  (E) the aggregate Net Cash Proceeds received after October 7,
         1996 by the Company for debt securities that have been converted into
         or exchanged for Qualified Capital Stock of the Company to the extent
         such debt securities are originally sold for cash plus the aggregate
         cash received by the Company at the time of such conversion or
         exchange; and

                  (F) other Restricted Payments in an aggregate amount not to
         exceed $10,000,000.

                  None of the foregoing provisions shall be deemed to prohibit
the following Restricted Payments so long as in the case of clauses (ii), (iii),
(v) and (vi) there is no Default or Event of Default continuing:


<PAGE>
                                                                              46

                        (i) dividends paid within 60 days after the date of
         declaration if at the date of declaration, such payment would be
         permitted by the provisions of the preceding paragraph and such payment
         shall be deemed to have been paid on such date of declaration for
         purposes of the calculation required by the provisions of the foregoing
         paragraph;

                       (ii) the redemption, repurchase or other acquisition or
         retirement of any shares of any class of Capital Stock of the Company
         or Subordinated Indebtedness in exchange for, or out of the net
         proceeds of, a substantially concurrent issue and sale (other than to a
         Subsidiary) of shares of Qualified Capital Stock of the Company;
         provided that any net proceeds from the issue and sale of such
         Qualified Capital Stock are excluded from clause 3(C) of the foregoing
         paragraph;

                      (iii) the redemption, repurchase, or other acquisition or
         retirement of Subordinated Indebtedness of the Company (other than
         Redeemable Capital Stock) made by exchange for, or out of the proceeds
         of the substantially concurrent sale of, new Indebtedness of the
         Company so long as (A) the principal amount of such new Indebtedness
         does not exceed the principal amount of the Indebtedness being so
         redeemed, repurchased, acquired or retired for value (plus the amount
         of any premium required to be paid under the terms of the instrument
         governing the Indebtedness being so redeemed, repurchased, acquired or
         retired), (B) such Indebtedness is subordinated to Senior Indebtedness
         and the Notes at least to the same extent as such Subordinated
         Indebtedness so purchased, exchanged, redeemed, repurchased, acquired
         or retired for value, (C) such Indebtedness has a Stated Maturity for
         its final scheduled principal payment later than the Stated Maturity
         for the final scheduled principal payment of the Notes and (D) such
         Indebtedness has an Average Life to Stated Maturity equal to or greater
         than the remaining Average Life to Stated Maturity of the Notes;

                       (iv) any purchase, redemption or other acquisition of
         Capital Stock of a Permitted Joint Venture from a physician or other
         healthcare provider which is required to be purchased, redeemed or
         otherwise acquired by applicable law;

                        (v) in addition to the transactions covered by clause
         (iv) of this paragraph, any purchase, redemption or other acquisition
         of Capital Stock of a Permitted Joint Venture; or

                       (vi) the making of any payment pursuant to any guarantee
         of Indebtedness of a Permitted Joint Venture.



<PAGE>
                                                                              47

                  SECTION V.11 Restrictions on Preferred Stock of Subsidiaries
and Subsidiary Distributions. (a) The Company will not permit any Subsidiary to
issue any Preferred Stock (other than Preferred Stock issued (i) prior to the
date hereof or (ii) to the Company or a Wholly Owned Subsidiary (collectively,
"Permitted Preferred Stock")), or permit any Person (other than the Company or a
Wholly Owned Subsidiary) to own or hold any interest in any Preferred Stock of
any Subsidiary, other than with respect to any Preferred Stock issued prior to
the date hereof, unless a Subsidiary would be entitled to create, incur or
assume Indebtedness pursuant to Section 5.9 in the aggregate principal amount
equal to the aggregate liquidation value of the Preferred Stock to be issued.

                  (b) The Company will not, and will not permit any Subsidiary
to, declare or pay dividends or distributions on any Capital Stock of such
Subsidiary to any Person (other than to the Company or any Wholly Owned
Subsidiary or any lender in its capacity as a pledgee of Capital Stock of any
Subsidiary under the Credit Facility); provided, that the foregoing shall not
prohibit (i)(A) the Company or any Subsidiary from making any payment of
dividends or distributions on the Capital Stock of any Subsidiary in the
aggregate up to the amount of Restricted Payments that the Company could make at
any time pursuant to Section 5.10; (B) the purchase, redemption, or other
acquisition of the Capital Stock of a Permitted Joint Venture from a physician
or other healthcare provider which is required to be purchased, redeemed or
otherwise acquired by applicable law; or (C) the payment of pro rata dividends
or distributions to holders of minority interests in the Capital Stock of a
Subsidiary made in accordance with the terms of the agreement pursuant to which
such payment is made; or (ii) in addition to the transactions covered by clause
(i)(B) of this paragraph, in the event no Default or Event of Default has
occurred and is continuing, the purchase, redemption, or other acquisition of
the Capital Stock of a Permitted Joint Venture.

                  SECTION V.12 Limitation on Transactions with Affiliates. The
Company will not, and will not permit any of its Subsidiaries to, directly or
indirectly, enter into or suffer to exist any transaction or series of related
transactions (including, without limitation, the sale, purchase, exchange or
lease of assets, property or services) with any Affiliate of the Company (other
than a Wholly Owned Subsidiary or a Permitted Joint Venture) unless (i) such
transaction or series of related transactions is on terms that are no less
favorable to the Company or such Subsidiary, as the case may be, than would be
available in a comparable transaction in arm's-length dealings with an unrelated
third party and (ii) with respect to a transaction or series of related
transactions involving payments in excess of $5,000,000 in the aggregate, the
Company delivers an Officers' Certificate to the Trustee certifying that (x)
such transaction complies with clause (i) above and (y) such transaction or
series of related transactions shall have been approved by a majority of the
independent directors of the Board of Directors of the Company; provided,
however, that the foregoing restriction shall not apply to (a) any transaction
or series of related transactions entered into prior to the date hereof, (b) the
payment of reasonable and customary regular fees to directors of the Company or
any of its Subsidiaries who are not employees of the Company or any Affiliate or
(c) the Company's employee compensation and other benefit arrangements.

                  SECTION V.13 Disposition of Proceeds of Asset Sales. (a) The
Company will not, and will not permit any Subsidiary to, make any Asset Sale
unless (i) the Company or such Subsidiary receives consideration at the time of
such Asset Sale at least equal to the Fair Market Value of the shares or assets
subject to such Asset Sale (as determined by the Board of Directors of the
Company and evidenced in a board resolution whose determination shall be
conclusive) and (ii) at least 75% of the proceeds from such Asset Sale when
received consists of cash or Cash Equivalents; provided, however, any Asset Sale
which constitutes a Permitted Investment under clause (vii) or (viii) of the
definition of Permitted Investment shall not be subject to the condition set
forth in clause (ii) of this sentence.


<PAGE>
                                                                              48

                  (b) If all or a portion of the Net Cash Proceeds of any Asset
Sale are not required to be applied to repay permanently any outstanding Senior
Indebtedness as required by the terms thereof, or, if not so required to be
applied, the Company determines not to apply such Net Cash Proceeds to the
prepayment of such Senior Indebtedness or if no such Senior Indebtedness is
outstanding, then the Company may within one year of the Asset Sale, invest (or
enter into a legally binding agreement to invest) the Net Cash Proceeds in
properties and assets that (as determined by the Board of Directors, whose
determination shall be conclusive and evidenced by a Board Resolution) replace
the properties and assets that were the subject of the Asset Sale or in
properties and assets that will be used in the businesses of the Company, its
Wholly Owned Subsidiaries or its Permitted Joint Ventures existing on the date
hereof or in any Healthcare Related Business. If any such legally binding
agreement to invest any Net Cash Proceeds is terminated, then the Company may
invest such Net Cash Proceeds, prior to the end of such one-year period or six
months from such termination, whichever is later, in the business of the
Company, its Wholly Owned Subsidiaries or Permitted Joint Ventures or in any
Healthcare Related Business as provided above. The amount of such Net Cash
Proceeds neither used to repay or prepay Senior Indebtedness nor used or
invested as set forth in this paragraph (after the periods specified in this
paragraph) constitutes "Excess Proceeds."

                  (c) Subject to paragraph (f) below, when the aggregate amount
of Excess Proceeds equals $10,000,000 or more, the Company shall apply the
Excess Proceeds to the repayment of the Notes and other Indebtedness that is
pari passu with the Notes containing provisions similar to those set forth in
the Indenture as follows: the Company shall make an offer to purchase (an
"Offer") from all holders of the Notes and other pari passu Indebtedness in
accordance with the procedures set forth herein and in such other pari passu
Indebtedness in the maximum principal amount (expressed as a multiple of $1,000
in the case of the Notes) of Notes and such other pari passu Indebtedness that
may be purchased out of an amount (the "Asset Sale Offer Amount") equal to the
product of such Excess Proceeds multiplied by a fraction, the numerator of which
is the outstanding principal amount of the Notes and such other pari passu
Indebtedness, and the denominator of which is the sum of the outstanding
principal amount of the Notes and such other pari passu Indebtedness (subject to
proration in the event such amount is less than the aggregate Offered Price (as
defined herein) of all Notes and such other pari passu Indebtedness tendered).
The offer price shall be payable in cash in an amount equal to 100% of the
principal amount of the Notes and such other pari passu Indebtedness plus
accrued and unpaid interest, if any, to the date such Offer is consummated (the
"Offered Price"), in accordance with the procedures set forth herein and in such
other pari passu Indebtedness. To the extent that the aggregate Offered Price of
the Notes and such other pari passu Indebtedness tendered pursuant to an Offer
is less than the Asset Sale Offer Amount relating thereto (such shortfall
constituting a "Deficiency"), the Company may use such Deficiency, or a portion
thereof, in the business of the Company, its Wholly Owned Subsidiaries or its
Permitted Joint Ventures or any Healthcare Related Business. Upon completion of
the purchase of all the Notes and such other pari passu Indebtedness tendered
pursuant to an Offer, the amount of Excess Proceeds shall be reset at zero.



<PAGE>

                                                                              49

                  (d) Whenever the Excess Proceeds received by the Company
exceed $10,000,000, in the case of the Notes, such Excess Proceeds shall be set
aside by the Company in a separate account pending (i) deposit with the Trustee
or a Paying Agent of the amount required to purchase the Notes tendered in an
Offer, (ii) delivery by the Company of the Offered Price to the holders of the
Notes tendered in an Offer and (iii) application, as set forth above, of Excess
Proceeds for general corporate purposes. Such Excess Proceeds may be invested in
Temporary Cash Investments, provided that the maturity date of any investment
made after the amount of Excess Proceeds exceeds $10,000,000 shall not be later
than the Offer Date. The Company shall be entitled to any interest or dividends
accrued, earned or paid on such Temporary Cash Investments. The Company shall
apply the Excess Proceeds to the repayment of such other pari passu Indebtedness
pursuant to an Offer in accordance with the provisions of such other pari passu
Indebtedness.

                  (e) If the Company becomes obligated to make an Offer pursuant
to clause (c) above, the Notes shall be purchased by the Company, at the option
of the holder thereof, in whole or in part in integral multiples of $1,000, on a
date that is not earlier than 30 days and not later than 60 days from the date
the notice is given to holders, or such later date as may be necessary for the
Company to comply with the requirements under the Exchange Act, subject to
proration in the event the amount of Excess Proceeds is less than the aggregate
Offered Price of all Notes tendered and to satisfaction by or on behalf of the
holder of the requirements set forth in clause (f) below.

                  (f) In the event that the Company shall be unable to purchase
Notes from holders thereof in an Offer because of the provisions (i) of
applicable law, (ii) of the Company's loan agreements, indentures or other
contracts in existence on the date hereof, (iii) permitted to exist or become
effective by subparagraph (h)(ii) below or (iv) of the Credit Facility, the
Company need not make an Offer. The Company shall then be obligated to (i)
invest the Excess Proceeds in properties and assets to replace the properties
and assets that were the subject of the Asset Sale or in properties and assets
that (as determined by the Board of Directors, whose determination shall be
conclusive and evidenced by a Board Resolution) will be used in the businesses
of the Company, its Wholly Owned Subsidiaries or its Permitted Joint Ventures
existing on the date hereof or in any Healthcare Related Business or (ii) apply
the Excess Proceeds to repay Senior Indebtedness.

                  (g) The Company shall comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, in connection with an Offer.

                  (h) The Company will not, and will not permit any Subsidiary
to, create or permit to exist or become effective any restriction (other than
restrictions existing under (i) Indebtedness as in effect on the date hereof or
(ii) any Senior Indebtedness existing on the date hereof or thereafter) that
would materially impair the ability of the Company to make an Offer to purchase
the Notes upon an Asset Sale or, if such Offer is made, to pay for the Notes
tendered for purchase.



<PAGE>
                                                                              50

                  (i) Subject to paragraph (f) above, within 30 days after the
date on which the amount of Excess Proceeds equals or exceeds $10,000,000, the
Company shall send by first-class mail, postage prepaid, to the Trustee and to
each Holder of the Notes, at his or her address appearing in the Note Register,
a notice specifying, among other things:

                  (1) that the Holder has the right to require the Company to
         repurchase, subject to proration, such Holder's Notes at the Offered
         Price;

                  (2)  the Purchase Date;

                  (3) the instructions a Holder must follow in order to have its
         Notes purchased in accordance with paragraph (c) of this Section; and

                  (4) (i) the most recently filed Annual Report on Form 10-K
         (including audited consolidated financial statements of the Company,
         the most recent subsequently filed Quarterly Report on Form 10-Q and
         any Current Report on Form 8-K of the Company filed subsequent to such
         Quarterly Report, other than Current Reports describing Asset Sales
         otherwise described in the offering materials (or corresponding
         successor reports) (or in the event the Company is not required to
         prepare any of the foregoing Forms, the comparable information required
         pursuant to Section 5.18), (ii) a description of material developments
         in the Company's business subsequent to the date of the latest of such
         Reports, (iii) if material, appropriate pro forma financial
         information, and (iv) such other information, if any, concerning the
         business of the Company which the Company in good faith believes will
         enable such Holders to make an informed investment decision.

                  (j) Holders electing to have Notes purchased will be required
to give notice and surrender such Notes to the Company at the address specified
in the notice at least two Business Days prior to the Purchase Date. An election
may be withdrawn before or after delivery by the Holder to the Company or its
agent at the address specified in writing by the Company, by means of a written
notice of withdrawal delivered by the Holder to the Company or its agent at any
time prior to the close of business on two Business Days prior to the Purchase
Date specifying, as applicable:

                  (1) the certificate number of the Note in respect of which
         such notice of withdrawal is being submitted;

                  (2) the principal amount of the Note (which shall be $1,000 or
         an integral multiple thereof) with respect to which such notice of
         withdrawal is being submitted; and

                  (3) the principal amount, if any, of such Note (which shall be
         $1,000 or an integral multiple thereof) that remains subject to the
         original notice of the Offer and that has been or will be delivered to
         the Company or its agent for purchase by the Company.

Holders will be entitled to withdraw their election if the Company receives, not
later than two Business Days prior to the Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Notes delivered for purpose by the Holder as to which
his election is to be withdrawn and a statement that such Holder is withdrawing
his election to have such Notes purchased.


<PAGE>
                                                                              51

                  (k) Not later than the Purchase Date, the Company shall (i)
accept for payment Notes or portions thereof tendered pursuant to the Offer,
(ii) by 11 a.m. on the Business Day prior to the Purchase Date, deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 5.4(c)) an amount of
money in same day funds (or New York Clearing House funds if such deposit is
made prior to the Purchase Date) sufficient to pay the aggregate Offered Price
of all the Notes or portions thereof which are to be purchased on that date
(iii) deliver to the Paying Agent an Officers' Certificate stating the
securities or portions thereof accepted for payment by the Company.

                  The Trustee and the Paying Agent shall return to the Company
any cash that remains unclaimed, together with interest or dividends, if any,
thereon, held by them for the payment of the Offered Price; provided, however,
that, to the extent that the aggregate amount of cash deposited by the Company
with the Trustee in respect of an offer exceeds the aggregate Offered Price of
the Notes or portions thereof to be purchased, then the Trustee shall hold such
excess for the Company and promptly after the Business Day following the
Purchase Date the Trustee shall upon demand return any such excess to the
Company together with interest or dividends, if any, thereon.

                  (l) Notes to be purchased shall, on the Purchase Date, become
due and payable at the Offered Price and from and after such date (unless the
Company shall default in the payment of the Offered Price) such Notes shall
cease to bear interest. Such Offered Price shall be paid to such Holder promptly
following the later of the Business Day following the Purchase Date and the time
of delivery of such Note to the relevant Paying Agent at the office of such
Paying Agent by the Holder thereof in the manner required. Upon surrender of any
such Note for purchase in accordance with the foregoing provisions, such Note
shall be paid by the Company at the Offered Price; provided, however, that
installments of interest whose Stated Maturity is on or prior to the Purchase
Date shall be payable to the Holders of such Notes, registered as such on the
record dates according to the terms and the provisions of Section 2.3; provided
further that Notes to be purchased are subject to proration in the event the
Notes Amount is less than the aggregate Offered Price of all Notes tendered for
purchase, with such adjustments as may be appropriate by the Trustee so that
only Notes in denominations of $1,000 or integral multiples thereof, shall be
purchased. If any Note tendered for purchase shall not be so paid upon surrender
thereof, the principal thereto (and premium, if any, thereon) shall, until paid,
bear interest from the Purchase Date at the rate borne by such Note. Any Note
that is to be purchased only in part shall be surrendered to a Paying Agent at
the office of such Paying Agent (with, if the Company or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or such Holder's attorney duly authorized in writing), and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of such
Note, without service charge, one or more new Notes of any authorized
denomination as requested by such Holder in an aggregate principal amount equal
to, and in exchange for, the portion of the principal amount of the Note so
surrendered that is not purchased.



<PAGE>
                                                                              52

                  SECTION V.14 Limitation on Liens Securing Subordinated
Indebtedness. The Company will not, and will not permit any Subsidiary to,
create, incur, assume or suffer to exist any Liens of any kind upon any of their
respective assets or properties now owned or acquired after the date hereof or
any income or profits therefrom securing (i) any Indebtedness of the Company
which is expressly by its terms subordinate or junior in right of payment to any
other Indebtedness of the Company, unless the Notes are equally and ratably
secured; provided that, if such Indebtedness which is expressly by its terms
subordinate or junior in right of payment to any other Indebtedness of the
Company is expressly subordinate to the Notes, the Lien securing such
subordinated or junior Indebtedness shall be subordinate and junior to the Lien
securing the Notes with the same relative priority as such subordinated or
junior Indebtedness shall have with respect to the Notes; provided, further,
that this clause (i) shall not be applicable to any Liens securing any such
Indebtedness which became Indebtedness of the Company pursuant to a transaction
permitted under Article XII or Liens securing Acquired Indebtedness and, in each
case, which Liens were in existence at the time of such transaction or
incurrence of such Acquired Indebtedness (unless such Indebtedness was incurred
in connection with, or in contemplation of, such transaction or incurrence of
such Acquired Indebtedness), so long as such Liens do not extend to or cover any
property or assets of the Company or any Subsidiary other than property or
assets acquired in such transaction or securing such Acquired Indebtedness, or
(ii) any assumption, guarantee or other liability of any Subsidiary in respect
of any Indebtedness of the Company which is expressly by its terms subordinate
or junior in right of payment to any other Indebtedness of the Company, unless
the substantially similar assumption, guarantee or other liability of such
Subsidiary in respect of the Notes is equally and ratably secured; provided
that, if such subordinated Indebtedness is expressly by its terms subordinate or
junior to the Notes, then the Lien securing the assumption, guarantee or other
liability of such Subsidiary in respect of such subordinated or junior
Indebtedness shall be subordinate and junior to the Lien securing the
assumption, guarantee or other liability of such Subsidiary in respect of the
Notes with the same relative priority as such subordinated or junior
Indebtedness shall have with respect to the Notes; provided, further, that this
clause (ii) shall not be applicable to Liens securing any such assumption,
guarantee or other liability which existed at the time such Subsidiary became a
Subsidiary and which Liens were in existence at the time of such transaction
(unless such assumption, guarantee or other liability was incurred in connection
with, or in contemplation of, such Person becoming a Subsidiary), so long as
such Liens do not extend to or cover any property or assets of the Company or
any Subsidiary other than the property or assets of such Person.

                  SECTION V.15 Limitation on Other Senior Subordinated
Indebtedness. The Company will not create, incur, assume, guarantee or in any
other manner become liable with respect to any Indebtedness, other than the
Notes, that is subordinate in right of payment to any Senior Indebtedness,
unless such Indebtedness is also pari passu with, or subordinate in right of
payment to, the Notes pursuant to subordination provisions substantially similar
to those contained herein.



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                                                                              53

                  SECTION V.16 Limitation on Issuance of Guarantees of
Subordinated Indebtedness. (a) The Company will not permit any Subsidiary,
directly or indirectly, to assume, guarantee or in any other manner become
liable with respect to any Indebtedness of the Company which is expressly by its
terms subordinate or junior in right of payment to any other Indebtedness of the
Company unless (i) such Subsidiary simultaneously executes and delivers a
supplemental indenture to this Indenture providing for a guarantee of payment of
the Notes by such Subsidiary and (A) if any such assumption, guarantee or other
liability is subordinated, the guarantee under the supplemental indenture shall
be subordinated to the same extent as the Notes are subordinated to Senior
Indebtedness of the Company under this Indenture and (B) if such subordinated or
junior Indebtedness is by its terms expressly subordinated to the Notes, any
such assumption, guarantee or other liability of such Subsidiary with respect to
such subordinated or junior Indebtedness shall be subordinated to such
Subsidiary's assumption, guarantee or other liability with respect to the Notes
to the same extent as such subordinated or junior Indebtedness is subordinated
or junior to the Notes under this Indenture; and (ii) such Subsidiary waives and
will not in any manner whatsoever claim or take the benefit or advantage of, any
rights of reimbursement, indemnity or subrogation or any other rights against
the Company or any other Subsidiary as a result of any payment by such
Subsidiary under its Guarantee.

                  (b) Each guarantee created pursuant to the provisions
described in the foregoing paragraph is referred to as a "Guarantee" and the
issuer of each such Guarantee is referred to as a "Guarantor." Notwithstanding
the foregoing, any Guarantee by a Subsidiary of the Notes shall provide by its
terms that it (together with any Liens arising from such Guarantee) shall be
automatically and unconditionally released and discharged upon (i) any sale,
exchange or transfer, to any Person not an affiliate of the Company, of all of
the Company's Capital Stock in, or all or substantially all the assets of, such
Subsidiary, which is in compliance with this Indenture or (ii) the release or
discharge of the assumption, guarantee or other liability which resulted in the
creation of such Guarantee.



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                                                                              54

                  SECTION V.17 Limitation on Dividends and Other Payment
Restrictions Affecting Subsidiaries. The Company will not, and will not permit
any Subsidiary to, create or otherwise cause or suffer to exist or become
effective any restriction of any kind, on the ability of any Subsidiary to (i)
pay dividends or make any other distribution on its Capital Stock to the Company
or any other Subsidiary, (ii) pay any Indebtedness owed to the Company or any
other Subsidiary, (iii) make any Investment in the Company or any other
Subsidiary or (iv) transfer any of its property or assets to the Company or any
other Subsidiary, except (a) any encumbrance or restriction existing under or by
reasons of applicable law; (b) any encumbrance or restriction existing under or
by reason of customary non-assignment provisions of any lease governing a
leasehold interest of the Company, or any Subsidiary; (c) any restriction
pursuant to an agreement in effect at or entered into on the date hereof as set
forth in Schedule I hereto; (d) any restriction existing under the Credit
Facility as in effect on the date hereof; (e) any restriction, with respect to a
Subsidiary that is not a Subsidiary on the date hereof, in existence at the time
such Person becomes a Subsidiary or created on the date it becomes a Subsidiary
and not incurred in connection with, or in contemplation of, such Person
becoming a Subsidiary; and (f) any restriction existing under any agreement that
extends, renews, refinances or replaces the agreements containing the
restrictions in the foregoing clauses (c) through (e), provided that the terms
and conditions of any such restrictions are not materially less favorable to the
holders of the Notes than those under or pursuant to the agreement evidencing
the Indebtedness so extended, renewed, refinanced or replaced (in the opinion of
the Board of Directors of the Company whose determination shall be conclusive).
Notwithstanding the foregoing, nothing in this Section 5.17 shall prohibit or
restrict the creation, incurrence, assumption, suffering to exist or becoming
effect of any Indebtedness or Liens upon any of the assets of the Company and
its Subsidiaries, the pledge by the Company or any Subsidiary of any Capital
Stock of any Subsidiary, the guarantee of any Indebtedness by any Subsidiary, in
each case, in accordance with the other terms of this Indenture, or any action
taken to exercise any remedy in respect of any such Indebtedness, Lien or pledge
or to enforce such guarantee.

                  SECTION V.18 Provision of Financial Statements. As long as any
of the Notes remain outstanding hereunder, the Company and any Guarantor will be
required to file with the Commission the annual reports, quarterly reports and
other information which the Company and the Guarantors, if any, are required to
be filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the
Exchange Act, whether or not the Company or any Guarantor has a class of
securities registered under the Exchange Act. The Company and any Guarantor will
supply without cost to each Holder of the Notes and file with the Trustee within
fifteen days after the filing thereof in the Commission, copies of such annual
reports, quarterly reports and any other such information.

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

                  SECTION V.19 Statement by Officers as to Default.

                  (a) The Company will deliver to the Trustee, on or before a
date not more than 60 days after the end of each fiscal quarter and not more
than 120 days after the end of each Fiscal Year of the Company ending after the
date hereof, a written statement signed by two executive officers of the
Company, one of whom shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not, after a review of the activities of the Company during such year
or such quarter and of the Company's performance under this Indenture, to the
best knowledge, based on such review, of the signers thereof, the Company has
fulfilled all its obligations and is in compliance with all conditions and
covenants under this Indenture throughout such year or quarter, as the case may
be, and, if there has been a Default specifying each Default and the nature and
status thereof.

                  (b) When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder or
any other evidence of Indebtedness of the Company or any Subsidiary gives any
notice or takes any other action with respect to a claimed default (other than
with respect to Indebtedness in the principal amount of less than $1,000,000),
the Company shall deliver to the Trustee by registered or certified mail or by
facsimile transmission followed by hard copy an Officers' Certificate specifying
such Default, Event of Default, notice or other action within five Business Days
of its occurrence.

                  SECTION V.20 Waiver of Certain Covenants.

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                                                                              55

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 5.6 through 5.12 and 5.15
through 5.19, if, before or after the time for such compliance, the Holders of
not less than a majority in aggregate principal amount of the Notes at the time
outstanding waive such compliance in such instance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect

                  SECTION V.21 Further assurance. From time to time whenever
reasonably demanded by the Trustee the Company will make, execute and deliver or
cause to be made, executed and delivered any and all such further and other
instruments and assurances as may be reasonably necessary or proper to carry out
the intention of or to facilitate the performance of the terms of this Indenture
or to secure the rights and remedies hereunder of the holders of the Notes.


                                   ARTICLE VI

                      NOTEHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

                  SECTION VI.1 Company to furnish Trustee information as to
names and addresses of Noteholders. The Company will furnish or cause to be
furnished to the Trustee:

                  (a) semi-annually, not more than 15 days after each record
         date for the payment of interest, a list of the names and addresses of
         the Noteholders as of such record date;

                  (b) at such other times as the Trustee may request in writing,
         within 30 days after the receipt by the Company of any such request, a
         list of similar form and content as of a date not more than 15 days
         prior to the time such list is furnished; and

                  (c) after the consummation of the Exchange Offer, and subject
         to the second paragraph of Section 5.18 hereof, any other information
         as may be required from time to time in accordance with Section 312(a)
         of the Trust Indenture Act;

provided, however, that so long as the Trustee is the Note Registrar, no such
list referred to in subsections (a) and (b) shall be required to be furnished.

                  SECTION VI.2 Preservation and disclosure of lists. (a) The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Notes (i) contained
in the most recent list furnished to it as provided in Section 6.1 and (ii)
received by it in the capacity of the paying agent (if so acting) and Note
Registrar.

                   The Trustee may destroy any list furnished to it as provided
in Section 6.1 upon receipt of a new list so furnished.



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                                                                              56

                  (b) In case three or more holders of Notes (hereinafter
referred to as "applicants") apply in writing to the Trustee, and furnish to the
Trustee reasonable proof that each such applicant has owned a Note for a period
of at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Notes with respect to their rights under this Indenture or under the Notes,
and is accompanied by a copy of the form of proxy or other communication which
such applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, at its election either

                  (i) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with the provisions of
         subsection (a) of this Section 6.2; or

                  (ii) inform such applicants as to the approximate number of
         holders of Notes whose names and addresses appear in the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 6.2, and as to the approximate cost
         of mailing to such Noteholders the form of proxy or other
         communication, if any, specified in such application.

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Noteholder whose name and address appears in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 6.2, a copy of the form of proxy or
other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the holders of
Notes or would be in violation of applicable law. Such written statement shall
specify the basis of such opinion. After opportunity for hearing upon the
objections specified in the written statement so filed, the Commission may enter
an order either sustaining one or more of such objections or refusing to sustain
any of them. If the Commission, shall enter an order refusing to sustain any of
such objections or if, after the entry of an order sustaining one or more of
such objections, said Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Trustee shall mail copies of such material to all such
Noteholders with reasonable promptness after the entry of such order and the
renewal of such tender, otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

                  (c) Each and every holder of the Notes, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any Paying Agent nor the Note Registrar shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the holders of Notes in accordance with the provisions of
subsection (b) of this Section 6.2, regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under said subsection
(b).


<PAGE>
                                                                              57

                  SECTION VI.3 Reports by the Trustee. (a) Within 60 days after
each January 15 of each year, beginning in 2000, so long as there are any Notes
outstanding hereunder, the Trustee shall transmit by mail to all Noteholders a
brief report dated as of such January 15 with respect to any of the following
events which may have occurred during the twelve months preceding the date of
such report (but if no such event has occurred within such period, no report
need be transmitted):

                  (1) any change to its eligibility under Section 8.9 and its 
         qualification under Section 8.8;

                  (2) the creation of or any material change to a relationship
         specified in Section 310(b)(1) through Section 310(b)(10) of the Trust
         Indenture Act;

                  (3) the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) which remain unpaid on the date
         of such report, and for the reimbursement of which it claims or may
         claim a lien or charge, prior to that of the Notes, on any property or
         funds held or collected by it as Trustee, except that the Trustee shall
         not be required (but may elect) to state such advances if such advances
         so remaining unpaid aggregate not more than 0.5 percent of the
         principal amount of the Notes outstanding on the date of such report;

                  (4) the amount, interest rate, and maturity date of all other
         indebtedness owing by the Company (or by any other obligor on the
         Notes) to the Trustee in its individual capacity, on the date of such
         report, with a brief description of any property held as collateral
         security therefor, except an indebtedness based upon a creditor
         relationship arising in any manner described in paragraph (2), (3), (4)
         or (6) of subsection (b) of Section 311 of the Trust Indenture Act;

                  (5) any change to the property and funds, if any, physically
         in the possession of the Trustee (as such) on the date of such report;

                  (6) any additional issue of Notes which the Trustee has not 
         previously reported; and

                  (7) any action taken by the Trustee in the performance of its
         duties under this Indenture which it has not previously reported and
         which in its opinion materially affects the Notes, except action in
         respect of a Default, notice of which has been or is to be withheld by
         it in accordance with the provisions of Section 8.14.



<PAGE>
                                                                              58

                  (b) The Trustee shall transmit to the Noteholders, as
hereinafter provided, a brief report with respect to the character and amount of
any advances made by the Trustee (as such) since the date of the last report
transmitted pursuant to the provisions of subsection (a) of this Section 6.3 (or
if no such report has yet been so transmitted, since the date of execution of
this Indenture), for the reimbursement of which it claims or may claim a lien or
charge prior to that of the Notes on property or funds held or collected by it
as Trustee, and which it has not previously reported pursuant to this subsection
(b), except that the Trustee shall not be required to report such advances if
such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of Notes outstanding at such time, such report to be
transmitted within 90 days after such time.

                  (c) Reports pursuant to this Section 6.3 shall be transmitted
by mail to all holders of Notes, as the names and addresses of such holders
appear in the Note Register.

                  (d) A copy of each such report shall, at the time of such
transmission to Noteholders, be furnished to the Company and be filed by the
Trustee with each stock exchange upon which the Notes are listed and also with
the Commission. The Company will notify the Trustee when and as the Notes become
listed on any stock exchange.

                  (e) Notwithstanding the foregoing provisions of this Section
6.3, the foregoing provisions of this Section 6.3 shall not be operative as a
part of this Indenture until this Indenture is qualified under the Trust
Indenture Act, and, until such qualification, this Indenture shall be construed
as if this Section 6.3 were not contained herein.

                  SECTION VI.4 Reports by the Company.

                  (a) The Company will, for so long as any Notes remain
outstanding, furnish to the Noteholders 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.

                  (b) Such reports shall be delivered to the Note Registrar and
the Note Registrar will mail them at the Company's expense to the Noteholders at
their addresses appearing in the Note Register maintained by the Note Registrar.
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  (c) Upon qualification of this Indenture under the TIA, the
Company shall also comply with the provisions of Trust Indenture Act [Section]
314(a).

                  (d) The Company shall provide to the Trustee on a timely basis
such information as the Trustee requires to enable the Trustee to prepare and
file any form required to be submitted by the Company with the Internal Revenue
Service and the Noteholders relating to original issue discount, including,
without limitation, Form 1099-OID or any successor form.

<PAGE>
                                                                              59

                                   ARTICLE VII

                                    REMEDIES

                  SECTION VII.1 Events of Default. "Event of Default", wherever
used herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
III or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                  (a) there shall be a default in the payment of any interest on
         any Note when it becomes due and payable, and such default shall
         continue for a period of 30 days;

                  (b) there shall be a default in the payment of the principal
         of (or premium, if any, on) any Note at its Stated Maturity;

                  (c) (i) there shall be a default in the performance, or
         breach, of any covenant or agreement of the Company or of any Guarantor
         under this Indenture (other than a default in the performance or breach
         of a covenant or agreement which is specifically dealt with elsewhere
         in this Indenture) and such default or breach shall continue for a
         period of 30 days after written notice has been given, by certified
         mail, (x) to the Company by the Trustee or (y) to the Company and the
         Trustee by the holders of at least 25% in aggregate principal amount of
         the outstanding Notes; (ii) there shall be a default in the performance
         or breach of the provisions of Article XII; (iii) the Company shall
         have failed to make or consummate an Offer in accordance with Section
         5.13; or (iv) the Company shall have failed to make or consummate a
         Change in Control Offer in accordance with Section 4.5;

                  (d) one or more defaults shall have occurred under any
         agreements, indentures or instruments under which the Company or any
         Subsidiary then has outstanding Indebtedness in excess of $5,000,000 in
         the aggregate and, if not already matured at its final maturity in
         accordance with its terms, such Indebtedness shall have been
         accelerated;

                  (e) one or more judgments, orders or decrees for the payment
         of money in excess of $5,000,000, either individually or in the
         aggregate, shall be entered against the Company or any Subsidiary or
         any of their respective properties which is not fully covered by
         insurance, bond, surety or similar instrument and shall not be
         discharged and there shall have been a period of 60 days during which a
         stay of enforcement of such judgment or order, by reason of an appeal
         or otherwise, shall not be in effect;

                  (f) the entry of a decree or order by a court having
         jurisdiction in the premises (i) for relief in respect of the Company
         or any Subsidiary in an involuntary case or proceeding under any
         Bankruptcy Law or (ii) adjudging the Company or any Subsidiary a
         bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment or composition of or in respect of the Company or any
         Subsidiary under any Bankruptcy Law, or appointing a custodian,
         receiver, liquidator, assignee, trustee, sequestrator (or other similar
         official) of the Company or any Subsidiary or of any substantial part
         of any of their properties, or ordering the winding up or liquidation
         of any of their affairs, and the continuance of any such decree or
         order unstayed and in effect for a period of 60 consecutive days; or



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                                                                              60

                  (g) the institution by the Company or any Subsidiary of a
         voluntary case or proceeding under any Bankruptcy Law or any other case
         or proceedings to be adjudicated a bankrupt or insolvent, or the
         consent by the Company or any Subsidiary to the entry of a decree or
         order for relief in respect of the Company or any Subsidiary in any
         involuntary case or proceeding under any Bankruptcy Law or to the
         institution of bankruptcy or any insolvency proceedings against the
         Company or any Subsidiary, or the filing by the Company or any
         Subsidiary of a petition or answer or consent seeking reorganization or
         relief under any Bankruptcy Law, or the consent by it to the filing of
         any such petition or to the appointment of or taking possession by a
         custodian, receiver, liquidator, assignee, trustee, sequestrator (or
         other similar official) of any of the Company or any Subsidiary or of
         any substantial part of its property, or the making by it of an
         assignment for the benefit of creditors, or the admission by it in
         writing of its inability to pay its debts generally as they become due
         or taking of corporate action by the Company or any Subsidiary in
         furtherance of any such action.

                  The Company shall deliver to the Trustee within five days
after the occurrence thereof, written notice, in the form of an Officers'
Certificate, of any Default, its status and what action the Company is taking or
proposes to take with respect thereto.

                  SECTION VII.2 Acceleration of Maturity; Rescission and
Annulment. If an Event of Default (other than an Event of Default specified in
Sections 7.1(f) and (g)) occurs and is continuing, the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Notes outstanding may,
and the Trustee upon the request of the Holders of not less than 25% in
aggregate principal amount of the Notes outstanding shall, declare the principal
of all the Notes to be due and payable immediately in an amount equal to the
principal amount of the Notes, together with accrued and unpaid interest to the
date the Notes become due and payable, by a notice in writing to the Company
(and to the Trustee, if given by the Holders and, if the Credit Facility is in
effect, to the Senior Representative with respect thereto), and upon any such
declaration such principal shall become immediately due and payable. If an Event
of Default specified in Sections 7.1(f) and (g) occurs and is continuing, then
the principal of all the Notes shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder.

                  At any time after such declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in aggregate principal amount of the Notes outstanding, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

                  (a) the Company has paid or deposited with the Trustee a sum 
         sufficient to pay

                      (i) all sums paid or advanced by the Trustee under Section
                  8.6 and the reasonable compensation, expenses, disbursements
                  and advances of the Trustee, its agents and counsel,



<PAGE>
                                                                              61

                      (ii) all overdue interest on all Notes,

                      (iii) the principal of and premium, if any, on any Notes
                  which have become due otherwise than by such declaration of
                  acceleration and interest thereon at the rate borne by the
                  Notes, and

                      (iv) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate borne by
                  the Notes; and

                  (b) all Events of Default, other than the non-payment of
         principal of Notes which have become due solely by such declaration of
         acceleration, have been cured or waived as provided in Section 7.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon provided in Section 7.13.

                  SECTION VII.3 Collection of Indebtedness and Suits for
Enforcement by Trustee.

                  The Company and any Guarantor covenant that if

                  (a) default is made in the payment of any interest on any Note
when such interest becomes due and payable and such default continues for a
period of 30 days, or

                  (b) default is made in the payment of the principal of or
premium, if any, on any Note at the stated maturity thereof,

                  (c) the Company and any such Guarantor will, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Notes, subject to
Article III, the whole amount then due and payable on such Notes for principal
and premium, if any, and interest, with interest upon the overdue principal and
premium, if any, and, to the extent that payment of such interest shall be
legally enforceable, upon overdue installments of interest, at the rate borne by
the Notes; and, in addition thereto, 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.

                  If the Company or any Guarantor, as the case may be, fails to
pay such amounts forthwith upon such demand, the Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid and may prosecute such proceeding to
judgment or final decree, and may enforce the same against the Company or any
Guarantor or any other obligor upon the Notes and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Company or any Guarantor or any other obligor upon the Notes, wherever situated.



<PAGE>
                                                                              62

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and the rights
of the Holders under this Indenture or the Guarantees by such appropriate
private or judicial proceedings as the Trustee shall deem most effectual to
protect and enforce such rights, including, seeking recourse against any
Guarantor pursuant to the terms of any Guarantee, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein or therein, or to enforce any other proper
remedy, including, without limitation, seeking recourse against any Guarantor
pursuant to the terms of a Guarantee, or to enforce any other proper remedy,
subject however to Section 7.12.

                  SECTION VII.4 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor, including each
Guarantor, upon the Notes or the property of the Company or of such other
obligor or their creditors, the Trustee (irrespective of whether the principal
of the Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (a) to file and prove a claim for the whole amount of
principal, and premium, if any, and interest owing and unpaid in respect of the
Notes and to file such 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 of the Holders allowed in such judicial
proceeding, and

                  (b) subject to Article III, to collect and receive any moneys
or other property payable or deliverable on any such claims and claims and to
distribute the same;

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 the
Trustee any amount due 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 8.6.

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

                  SECTION VII.5 Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Notes in respect to which such judgment has been recovered.



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                  SECTION VII.6 Application of Money Collected. Any money
collected by the Trustee pursuant to this Article or otherwise on behalf of the
Holders or the Trustee pursuant to this Article or through any proceeding or any
arrangement or restructuring in anticipation or in lieu of any proceeding
contemplated by this Article shall be applied, subject to applicable law, in the
following order, at the date or dates taxed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
interest, upon presentation of the Notes and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 8.6;

                  SECOND: Subject to Article III, to the payment of the amounts
         then due and unpaid upon the Notes for principal, premium, if any, and
         interest, in respect of which or for the benefit of which such money
         has been collected, ratably, without preference or priority of any
         kind, according to the amounts due and payable on such Notes for
         principal, premium, if any, and interest; and

                  THIRD: Subject to Article III, the balance, if any, to the
         Person or Persons entitled thereto, including the Company, provided
         that all sums due and owing to the Holders and the Trustee have been
         paid in full as required by this Indenture.

                  SECTION VII.7 Limitation on Suits. Subject to Section 7.8, no
Holder of any Notes shall have any right to institute any proceeding, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless

                  (a) such Holder has previously given written notice to the 
Trustee of a continuing Event of Default;

                  (b) the Holders of not less than 25% in principal amount of
the outstanding Notes shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;

                  (c) such Holder or Holders have offered to the Trustee an
indemnity satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred in compliance with such request;

                  (d) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; and

                  (e) no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the outstanding Notes;



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                                                                              64

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture or any Guarantee to affect, disturb or prejudice the rights of
any other Holders, or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner provided in this Indenture or any Guarantee and for the equal and ratable
benefit of all the Holders.

                  SECTION VII.8 Unconditional Right of Holders to Receive
Principal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Note shall have the right on the terms stated
herein, which is absolute and unconditional, to receive payment of the principal
of, premium, if any, and (subject to Section 2.3) interest on such Note on the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, on the Redemption Date, or, in the case of a Change in Control
Offer, on the Change in Control Purchase Date, or, in the case of an Offer in
respect of Excess Proceeds, on the Purchase Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder, subject to Article III.

                  SECTION VII.9 Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture or the Guarantees 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 the Company, each of
the Guarantors, the Trustee and the Holders shall, subject to any determination
in such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

                  SECTION VII.10 Rights and Remedies Cumulative. No right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

                  SECTION VII.11 Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

                  SECTION VII.12 Control by Holders. The Holders of not less
than a majority in aggregate principal amount of the outstanding Notes shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, provided that

                  (a) such direction shall not be in conflict with any rule of
law or with this Indenture or any Guarantee or expose the Trustee to personal
liability; and


<PAGE>
                                                                              65

                  (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

                  SECTION VII.13 Waiver of Past Defaults. The Holders of not
less than a majority in aggregate principal amount of the outstanding Notes may
on behalf of the Holders of all the Notes waive any past Default hereunder and
its consequences, except a Default

                  (a) in the payment of the principal of, premium, if any, or
interest on any Note, or

                  (b) in respect of a covenant or provision hereof which under
Article XI cannot be modified or amended without the consent of the Holder of
each outstanding Note affected.

                  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 VII.14 Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note by his or her acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, 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, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the outstanding Notes, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of, premium,
if any, or interest on any Note on or after the respective Stated Maturities
expressed in such Note (or, in the case of redemption, on or after the
Redemption Date).

                  SECTION VII.15  Waiver of Stay, Extension or Usury Laws.

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


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                                                                              66

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                  SECTION VIII.1 Duties and responsibilities of Trustee.

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

                           (i) the Trustee undertakes to perform such duties and
         only such duties and obligations as are specifically set forth in this
         Indenture, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee; and

                           (ii) in the absence of bad faith on the part of the
         Trustee, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         any certificates or opinions furnished to the Trustee and conforming to
         the requirements of this Indenture; but in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform to
         the requirements of this Indenture.

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

                  (c) Except as specifically set forth in Section 3.14 herein,
no provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that

                                    (i) this subsection shall not be construed
         to limit the effect of subsection (a) of this Section 8.1;

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

                                    (iii) the Trustee shall not be liable with 
         respect to any action taken, suffered or omitted to be taken by it in
         good faith in accordance with the direction of the holders of not less
         than a majority or, in the case of any direction delivered pursuant to
         Section 7.2, 25% in principal amount of the Notes at the time
         outstanding (determined as provided in Section 9.3, 9.4 or 9.5)
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee, or exercising any trust or power
         conferred upon the Trustee, under this Indenture; and



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                                                                              67

                                    (iv) no provision contained in this 
         Indenture shall require the Trustee to expend or risk its own funds or
         otherwise incur personal financial liability in the performance of any
         of its duties hereunder or in the exercise of any of its rights or
         powers, if the Trustee reasonably believes that the repayment of such
         funds or adequate indemnity against such risk or liability is not
         reasonably assured to it.

                  (d) The Trustee shall not be required to take notice or to be
deemed to have notice of any Default or Event of Default hereunder except (i)
upon the failure by the Company to pay (or cause to be paid) any payments to be
made to the Trustee required to be made to the Trustee pursuant to the
provisions of this Indenture and (ii) if the Trustee is serving as Paying Agent,
upon the failure by the Company to pay (or cause to be paid) any payments to be
made to the Paying Agent required to be made to the Paying Agent pursuant to the
terms of this Indenture, unless the Trustee is specifically notified in writing
of such Default or Event of Default by the Company or the Holders of at least
25% in aggregate principal amount of outstanding Notes.

                  (e) Whether or not expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section and, upon qualification of this Indenture under the Trust Indenture Act,
the Trust Indenture Act.

                   SECTION VIII.2 Reliance on document, opinions, etc. Subject
to the provisions of Section 8.1:

                           (a) The Trustee may conclusively rely and shall be
         protected in acting or refraining from acting upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond, debenture or other paper or document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                           (b) Any request, direction, order or demand of the
         Company mentioned herein shall be sufficiently evidenced by an
         instrument signed in the name of the Company by (i) the Chief Executive
         Officer, the President or any Vice President and (ii) the Secretary or
         any Assistant Secretary or the Treasurer or any Assistant Treasurer
         (unless other evidence in respect thereof be herein specifically
         prescribed); and any resolution of the Board of Directors of the
         Company may be evidenced to the Trustee by a copy thereof certified by
         the Secretary or any Assistant Secretary of the Company;

                           (c) The Trustee may consult with counsel and the
         written advice of such counsel or any Opinion of Counsel shall be full
         and complete authorization and protection in respect of any action
         taken, suffered or omitted by it hereunder in good faith and in
         accordance with such advice or Opinion of Counsel;



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                                                                              68

                           (d) The Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by or pursuant to
         this Indenture at the request, order or direction of any of the
         Noteholders, pursuant to the provisions of this Indenture, unless such
         Noteholders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which may be
         incurred therein or thereby; but nothing herein contained shall,
         however, relieve the Trustee of the obligation, upon the occurrence of
         an Event of Default (which has not been cured or waived), to exercise
         such of the rights and powers vested in it by this Indenture, and to
         use the same degree of care and skill in their exercise, as a prudent
         man would exercise or use under the circumstances in the conduct of his
         own affairs;

                           (e) The Trustee shall not be liable for any action
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture;

                           (f) Prior to the occurrence of an Event of Default
         hereunder and after the curing or waiving of all Events of Default, the
         Trustee shall not be bound to make any investigation into the facts or
         matters stated in any resolution, certificate, statement, instrument,
         opinion, report, notice, request, consent, order, approval, bond,
         debenture, note, other evidence of indebtedness or other paper or
         document, unless requested in writing so to do by the holders of not
         less than a majority in aggregate principal amount of the Notes then
         outstanding (determined as provided in Section 9.4 or 9.5); provided,
         however, that if the payment within a reasonable time to the Trustee of
         the costs, expenses or liabilities likely to be incurred by it in the
         making of such investigation is, in the opinion of the Trustee, not
         reasonably assured to the Trustee by the security afforded to it by the
         terms of this Indenture, the Trustee may require reasonable indemnity
         against such expenses or liability as a condition to so proceeding. The
         reasonable expense of every such examination shall be paid by the
         Company or, if paid by the Trustee, shall be repaid by the Company upon
         demand; and

                           (g) The Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or attorneys. The Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

                  SECTION VIII.3 No responsibility for recitals, etc. The
recitals contained herein and in the Notes (other than the certificate of
authentication on the Notes) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representation as to the validity or sufficiency of this
Indenture or of the Notes. The Trustee shall not be accountable for the use or
application by the Company of any of the Notes or of the proceeds of such Notes,
or for the use or application of any moneys paid over by the Trustee in
accordance with any provision of this Indenture, or for the use or application
of any moneys received by any Paying Agent other than the Trustee. The Trustee
shall not be responsible for (or accountable for) determining whether
transferees are QIBs, non-U.S. Persons within the meaning of Regulation S or
Institutional Accredited Investors, and the Trustee shall be entitled to
conclusively rely upon Officers' Certificates, certificates of transferees and
Opinions of Counsel relating to the same and whether the Notes are Restricted
Securities.



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                                                                              69

                  SECTION VIII.4 Trustee, Paying Agent or Note Registrar may own
Notes. The Trustee, any Paying Agent or Note Registrar, in its individual or any
other capacity, may become the owner or pledgee of Notes with the same rights it
would have if it were not Trustee, Paying Agent or Note Registrar.

                  SECTION VIII.5 Moneys received by Trustee to be held in trust
without interest. Subject to the provisions of Section 13.6 and Article III, all
moneys received by the Trustee shall, until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any moneys received by it hereunder
except such as it may agree with the Company to pay thereon.

                   SECTION VIII.6 Compensation and expenses of Trustee. The
Company covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to such compensation as the Company and the Trustee
shall from time to time agree in writing, and the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee (including as the Paying Agent and the
Note Registrar) in connection with the acceptance or administration of its trust
under this Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith. The Company also covenants to indemnify the Trustee and
any director, officer, employee or agent of the Trustee for any loss, liability
or expense (including without limitation costs and expenses of litigation, and
of investigation, counsel fees, damages, judgments and amounts paid in
settlement) incurred in connection with any act or omission on the part of the
Trustee with respect to this Indenture or the Notes (other than any loss,
liability or expense incurred by reason of willful misconduct, bad faith or
negligence of the Trustee in the performance of its duties hereunder). The
obligations of the Company under this Section 8.6 to compensate the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder and shall survive the satisfaction
and discharge of this Indenture. Such additional indebtedness shall be secured
by a lien prior to that of the Notes upon all property and funds held or
collected by the Trustee as such, except funds held in trust by the Trustee
pursuant to Article XIII for the payment of principal of or premium, if any, or
interest on particular Notes.

                  SECTION VIII.7 Right of Trustee to rely on Officers'
Certificate where no other evidence specifically prescribed. Subject to the
provisions of Section 8.1, whenever in the administration of the provisions of
this Indenture, the Trustee shall deem it necessary or desirable that a matter
to be proved or established prior to taking, suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.



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                                                                              70

                   SECTION VIII.8 Conflicting interest of Trustee. The Trustee
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act
notwithstanding that this Indenture may not be qualified under the Trust
Indenture Act. If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. Nothing herein
shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.

                  SECTION VIII.9 Requirements for eligibility of Trustee. The
Trustee hereunder shall at all times be a corporation organized and doing
business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus (computed
in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least
$50,000,000, subject to supervision or examination by Federal, state,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 8.9, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. This Indenture shall always have a Trustee who
satisfies the requirements of Sections 310(a)(1) and (5) of the Trust Indenture
Act. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 8.9, the Trustee shall resign immediately in the
manner and with the effect specified in this Article.

                  SECTION VIII.10 Resignation or removal of Trustee. (a) No
resignation or removal of the Trustee and no appointment of a successor trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 8.11.

                  (b) The Trustee may resign at any time by giving written
notice thereof to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                  (c) The Trustee may be removed at any time by the holders of a
majority in principal amount of the outstanding Notes by written notice,
delivered to the Trustee and to the Company.

                  (d) If at any time:

                           (1) the Trustee shall fail to comply with Section
         310(b) of the Trust Indenture Act with respect to the Notes after
         written request therefor by the Company or by any Noteholder who has
         been a bona fide holder of a Note or Notes for at least six months, or



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                                                                              71

                           (2) the Trustee shall cease to be eligible in
         accordance with the provisions of Section 8.9 and shall fail to resign
         after written request therefor by the Company or by any such
         Noteholder, or

                           (3) the Trustee shall become incapable of acting, or
         shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee
         or of its property shall be appointed, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors of the Company, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee, or,
subject to the provisions of Section 7.14, any Noteholder who has been a bona
fide holder of a Note or Notes for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the trustee and appoint a successor trustee.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Trustee
for any cause, the Company shall promptly appoint a successor trustee. If,
within one year after such resignation, removal or incapacity, or the occurrence
of such vacancy, a successor trustee shall be appointed by the holders of a
majority in principal amount of the Notes outstanding by written notice
delivered to the Company and the retiring trustee, the successor trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor trustee and supersede the successor trustee appointed by the Company.
If no successor trustee shall have been so appointed by the Company or the
Noteholders and accepted appointment in the manner hereinafter provided, subject
to Section 7.14, any Noteholder who has been a bona fide holder of a Note for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
trustee.

                  (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Noteholders as their names and addresses appear in the Note Register. Each
notice shall include the name of the successor trustee and the address of its
principal Corporate Trust Office.



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                                                                              72

                  SECTION VIII.11 Acceptance by successor to Trustee; notice of
succession of a Trustee. Any successor trustee appointed as provided in Section
8.10 shall execute, acknowledge and deliver to the Company and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties, trusts and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee herein; but, nevertheless, on the written request of the
Company or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 8.6,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act. Upon request of any such
successor trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property of funds held or collected by such Trustee to
secure any amounts then due it pursuant to the provisions of Section 8.6.

                  No successor trustee shall accept appointment as provided in
this Section 8.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 8.8 and eligible under the
provisions of Section 8.9.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section 8.11, the Company shall mail to the Noteholders by
first-class mail notice thereof. If the Company fails to mail such notice within
30 days after acceptance of appointment by the successor trustee, the successor
trustee shall, in its discretion, cause such notice to be mailed at the expense
of the Company.

                   SECTION VIII.12 Successor to Trustee by merger, consolidation
or succession to business. Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger or conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be qualified under the provisions of Section 8.8 and eligible
under the provisions of Section 8.9, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

                  In case at the time such successor to the Trustee shall
succeed to the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
trustee; provided, however, that the right to adopt the certificate of
authentication of any predecessor trustee or authenticate Notes in the name of
any predecessor trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

                  SECTION VIII.13 Limitations on rights of Trustee as a
creditor. If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Notes), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).



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                                                                              73

                  SECTION VIII.14 Notice of Defaults. If a Default occurs and is
continuing, the Trustee shall mail to Noteholders a notice of the Default within
90 days after it occurs. Except in the case of a Default in payment on any Note
(including the failure to make a mandatory redemption, if any, pursuant
thereto), the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is
in the interests of Holders.


                                   ARTICLE IX

                           CONCERNING THE NOTEHOLDERS

                  SECTION IX.1 Evidence of action by Noteholders. Whenever in
this Indenture it is provided that the holders of a specified percentage in
aggregate principal amount of the Notes may take any action (including the
making of any demand or request, the giving of any notice, consent, or waiver or
the taking of any other action), the fact that the holders of such specified
percentage, determined as of the time such action was taken or, if a record date
was set with respect thereto pursuant to Section 9.5, as of such record date,
have joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by Noteholders in person or by agent or
proxy appointed in writing, or (b) by the record of the holders of Notes voting
in favor thereof at any meeting of Noteholders duly called and held in
accordance with the provisions of Article X, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of Noteholders.

                  SECTION IX.2 Proof of execution of instruments and of holding
of Notes. Subject to the provisions of Sections 8.1, 8.2 and 10.5, proof of the
execution of any instrument by a Noteholder or his agent or proxy shall be
sufficient if made in accordance with the provisions set forth herein.

                  The ownership of Notes shall be proved by the Note Register,
or by a certificate of the registrar thereof.

                  The record of any Noteholders' meeting shall be proved in the
manner provided in Section 10.5.

                  SECTION IX.3 Who may be deemed owners of Note. Prior to due
presentation for registration of transfer, the Company, the Trustee, any Paying
Agent, and any Note Registrar may deem and treat the person in whose name any
Note shall be registered in the Note Register as the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purposes of receiving payment of or
on account of the principal of and premium, if any, and interest on such Note,
for all purposes; and neither the Company nor the Trustee nor any Paying Agent
nor any Note Registrar shall be affected by any notice to the contrary. All such
payments so made to, or upon the order of, any such holder, shall be valid and,
to the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Note.



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                                                                              74

                  SECTION IX.4 Notes owned by Company or controlled by
controlling persons disregarded for certain purposes. In determining whether the
holders of the requisite aggregate principal amount of Notes have concurred in
any demand, direction, request, notice, consent, waiver or other action under
this Indenture, Notes which are owned by the Company or any other obligor on the
Notes or by any person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any other obligor on
the Notes shall be disregarded and deemed not to be outstanding for the purpose
of any such determination, provided that for the purposes of determining whether
the Trustee shall be protected in relying on any such demand, direction,
request, notice, consent or waiver, only Notes which the Note Register states
are so owned shall be so disregarded. Notes so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section 9.4,
if, subject to Section 8.2, any pledgee shall demonstrate to the Trustee the
pledgee's right to vote such Notes and that the pledgee is not a person directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

                  SECTION IX.5 Record date for action by Noteholders. Whenever
in this Indenture it is provided that holders of a specified percentage in
aggregate principal amount of the Notes may take any action (including the
making of any demand or request, the giving of any direction, notice, consent or
waiver or the taking of any other action), other than any action taken at a
meeting of Noteholders called pursuant to Article X, the Company, pursuant to a
resolution of its Board of Directors, or the holders of at least ten percent in
aggregate principal amount of the Notes then outstanding, may fix the record
date by mailing notice thereof (the record date so fixed to be a Business Day
not less than 15 nor more than 20 days after the date on which such written
notice shall be given) to the Trustee. If a record date is fixed according to
this Section 9.5, only persons shown as Noteholders in the Note Register at the
close of business on the record date so fixed shall be entitled to take the
requested action and the taking of any such action by the holders on the record
date of the required percentage of the aggregate principal amount of the Notes
shall be binding on all Noteholders, provided that the taking of the requested
action by the holders on the record date of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action shall have been evidenced to the Trustee, as provided in Section
9.1, not later than 180 days after such record date.

                  SECTION IX.6 Instruments executed by Noteholders bind future
holders. At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 9.1, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action, any holder of a Note which is shown by
the evidence to be included in the Notes the holders of which have consented to
such action may, by filing written notice with the Trustee at its principal
corporate trust office and upon proof of holding as provided in Section 9.2,
revoke such action so far as concerns such Note. Except as aforesaid any such
action taken by the holder of any Note and any direction, demand, request,
waiver, consent, vote or other action of the holder of any Note which by any
provisions of this Indenture is required or permitted to be given shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Note, and of any Note issued in lieu thereof, irrespective of whether or
not any notation in regard thereto is made upon such Note. Any action taken by
the holders of the percentage in aggregate principal amount of the Notes
specified in this Indenture in connection with such action shall be conclusively
binding upon the holders of all the Notes.


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                                                                              75


                                    ARTICLE X

                              NOTEHOLDERS MEETINGS

                  SECTION X.1 Purposes for which meetings may be called. A
meeting of Noteholders may be called at any time and from time to time pursuant
to the provisions of this Article X for any of the following purposes:

                      (i) to give any notice to the Company or to the Trustee,
         or to give any directions to the Trustee, or to consent to the waiving
         of any default hereunder and its consequences, or to take any other
         action authorized to be taken by Noteholders pursuant to any of the
         provisions of Article VII;

                     (ii) to remove the Trustee and appoint a successor trustee
         pursuant to the provisions of Article VIII;

                    (iii) to consent to the execution of an indenture or
         indentures supplemental hereto pursuant to the provisions of Section
         11.2; or

                     (iv) to take any other action authorized to be taken by or
         on behalf of the holders of any specified aggregate principal amount of
         the Notes under any other provisions of this Indenture or under
         applicable law.

                  SECTION X.2 Manner of calling meetings; record date. The
Trustee may at any time call a meeting of Noteholders to take any action
specified in Section 10.1, to be held at such time and at such place in The City
of New York, State of New York, as the Trustee shall determine. Notice of every
meeting of the Noteholders, setting forth the time and the place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
mailed not less than 30 nor more than 60 days prior to the date fixed for the
meeting to such Noteholders at their addresses as such addresses appear in the
Note Register. For the purpose of determining Noteholders entitled to notice of
any meeting of Noteholders, the Trustee shall fix in advance a date as the
record date for such determination, such date to be a business day not more than
ten days prior to the date of the mailing of such notice as hereinabove
provided. Only persons in whose name any Note shall be registered in the Note
Register at the close of business on a record date fixed by the Trustee as
aforesaid, or by the Company or the Noteholders as in Section 10.3 provided,
shall be entitled to notice of the meeting of Noteholders with respect to which
such record date was so fixed.



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                                                                              76

                  SECTION X.3 Call of meeting by Company or Noteholders. In case
at any time the Company, pursuant to a resolution of its Board of Directors or
the holders of at least ten percent in aggregate principal amount of the Notes
then outstanding, shall have requested the Trustee to call a meeting of
Noteholders to take any action authorized in Section 10.1 by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed notice of such meeting within 20
days after receipt of such request, then the Company or the holders of Notes in
the amount above specified, as the case may be, may fix the record date with
respect to, and determine the time and the place in The City of New York for,
such meeting and may call such meeting to take any action authorized in Section
10.1, by mailing notice thereof as provided in Section 10.2. The record date
fixed as provided in the preceding sentence shall be set forth in a written
notice to the Trustee and shall be a business day not less than 15 nor more than
20 days after the date on which such notice is sent to the Trustee.

                  SECTION X.4 Who may attend and vote at meetings. Only persons
entitled to receive notice of a meeting of Noteholders and their respective
proxies duly appointed by an instrument in writing shall be entitled to vote at
such meeting. The only persons who shall be entitled to be present or to speak
at any meeting of Noteholders shall be the persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel. When a determination of
Noteholders entitled to vote at any meeting of Noteholders has been made as
provided in this Section, such determination shall apply to any adjournments
thereof.

                  SECTION X.5 Manner of voting at meetings and record to be
kept. The vote upon any resolution submitted to any meeting of Noteholders shall
be by written ballots on each of which shall be subscribed the signature of the
Noteholder or proxy casting such ballot and the identifying number or numbers of
the Notes held or represented in respect of which such ballot is cast. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of
the proceedings of each meeting of Noteholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 10.2. The record shall show the identifying numbers of the
Notes voting in favor of or against any resolution. Each counterpart of such
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the counterparts shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee.

                  Any counterpart record so signed and verified shall be
conclusive evidence of the matters therein stated and shall be the record
referred to in clause (b) of Section 9.1.

                  SECTION X.6 Exercise of rights of Trustee and Noteholders not
to be hindered or delayed. Nothing in this Article X contained shall be deemed
or construed to authorize or permit, by reason of any call of a meeting of
Noteholders or any rights expressly or impliedly conferred hereunder to make
such call, any hinderance or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Noteholders under any of the
provisions of this Indenture or of the Notes.




<PAGE>
                                                                              77

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

                  SECTION XI.1 Purposes for which supplemental Indentures may be
entered into without consent of Noteholders. The Company, when authorized by a
resolution of the Board of Directors, and the Trustee may from time to time and
at any time, without notice to or the consent of any Noteholders, enter into an
indenture or indentures supplemental hereto (which shall comply with the
provisions of the Trust Indenture Act as then in effect) for one or more of the
following purposes:

                  (a) to evidence the succession of another corporation to the
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         herein and in the Notes pursuant to Article XII;

                  (b) to add to the covenants of the Company such further
         covenants, restrictions or conditions as its Board of Directors shall
         consider to be for the protection of the holders of Notes, and to make
         the occurrence, or the occurrence and continuance, of a default in any
         of such additional covenants, restrictions or conditions a default or
         an Event of Default permitting the enforcement of all or any of the
         several remedies provided in this Indenture as herein set forth;
         provided, however, that in respect of any such additional covenant,
         restriction or condition such supplemental indenture may provide for a
         particular period of grace after default (which period may be shorter
         or longer than that allowed in the case of other defaults) or may
         provide for an immediate enforcement upon such default or may limit the
         remedies available to the Trustee upon such default;

                  (c) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, or to make such other provisions in
         regard to matters or questions arising under this Indenture or any
         supplemental indenture, provided that such actions shall not be
         materially inconsistent with the terms of this Indenture and shall not
         adversely affect the interests of the holders of the Notes;

                  (d) to provide for the issuance under this Indenture of Notes,
         whether or not then outstanding, in coupon form (including signatures
         registrable as to principal only) and to provide for exchangeability of
         such Notes with Notes issued hereunder in fully registered form and to
         make all appropriate changes for such purpose;

                  (e) to comply with requirements of the Commission in order to
         effect or maintain the qualification of the Indenture under the Trust
         Indenture Act;



<PAGE>
                                                                              78

                  (f) to provide for the issuance of the Exchange Notes (which
         will have terms identical in all material respects to the Initial Notes
         except that the transfer restrictions contained in the Initial Notes
         will be modified or eliminated, as appropriate, and the Exchange Notes
         will not have provisions with respect to interest rate increases as
         provided in the Registration Rights Agreement), and which will be
         treated together with any outstanding Initial Notes as a single class
         of Notes under the Indenture.

                  The Trustee is hereby authorized to join with the Company in
the execution and delivery of any such supplemental indenture, to make any
further appropriate agreement and stipulations which may be therein contained
and to accept the conveyance, transfer, mortgage, pledge or assignment of any
property thereunder, provided that if any such supplemental indenture affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise, the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

                  Any supplemental indenture authorized by the provisions of
this Section 11.1 may be executed by the Company and the Trustee without notice
to or the consent of the holders of any of the Notes at the time outstanding,
notwithstanding any of the provisions of Section 11.2.



<PAGE>
                                                                              79

                  SECTION XI.2 Modification of Indenture with consent of holders
of 51 percent in principal amount of Notes. With the consent (evidenced as
provided in Section 9.1) of the holders of not less than 51 percent in aggregate
principal amount of the Notes at the time outstanding (determined as provided in
Section 9.4), or, if a record date is set with respect to such consent in
accordance with Section 9.5, as of such record date, the Company, when
authorized by a resolution of its Board of Directors, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall comply with the provisions of the Trust Indenture Act as
then in effect) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Notes; provided, however, that without the consent of the holder of each
outstanding Note, no such supplemental indenture shall (i) change the Stated
Maturity of the principal of, or any installment of interest on, any Note, or
reduce the principal amount thereof or the rate of interest thereon or any
premium payable upon the redemption thereof, or change the coin or currency in
which the principal of any Note or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment after the Stated Maturity thereof (or, in the case of redemption, on or
after the redemption date); (ii) amend, change or modify the obligation of the
Company to make and consummate a Change in Control Offer in the event of a
Change in Control or make and consummate the Offer with respect to any Asset
Sales or modify any of the provisions or definitions with respect thereto; (iii)
reduce the percentage in principal amount of outstanding Notes, the consent of
whose holders is required for any such supplemental indenture or the consent of
whose holders is required for any waiver of compliance in this Indenture or
certain Defaults in this Indenture and their consequences provided for in this
Indenture or with respect to any Guarantee; (iv) modify any of the provisions
relating to supplemental indentures requiring the consent of holders or relating
to the waiver of past defaults or relating to the waiver of certain covenants,
except to increase the percentage of outstanding Notes required for such actions
or to provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the holder of each Note affected thereby; (v)
except as otherwise permitted under Article XII, consent to the assignment or
transfer by the Company or any Guarantor of any of their rights and obligations
under this Indenture; or (vi) modify any of the provisions of Article III or any
Guarantee in a manner adverse to the holders of the Notes.

                  Upon the request of the Company, accompanied by a copy of a
resolution of its Board of Directors certified by the Secretary or an Assistant
Secretary of the Company authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Noteholders as aforesaid, the Trustee shall join with the Company in the
execution and delivery of such supplemental indenture, provided that if such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, the Trustee may in its discretion, but shall
not be obligated to, enter into such supplemental indenture.

                  It shall not be necessary for the consent of the Noteholders
under this Section 11.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

                  Promptly after the execution and delivery by the Company and
the Trustee of any supplemental indenture pursuant to the provisions of this
Section 11.2, the Company shall mail a notice to the Noteholders, setting forth
in general terms the substance of such supplemental indenture. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture. Copies
of any supplemental indenture shall be available for inspection by any
Noteholder at the principal corporate trust office of the Trustee.

                  SECTION XI.3 Effect of supplemental indentures. Upon the
execution and delivery of any supplemental indenture pursuant to the provisions
of this Article XI, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitation of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Notes shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

                  SECTION XI.4 Conformity with Trust Indenture Act. From the
date this Indenture is qualified under the Trust Indenture Act, every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.



<PAGE>
                                                                              80

                  SECTION XI.5 Notes may bear notation of changes by
supplemental indentures. Notes authenticated and delivered after the execution
and delivery of any supplemental indenture pursuant to the provisions of this
Article XI, or after any action taken at a Noteholders' meeting pursuant to
Article X, may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture or as to any action taken at any
such meeting. If the Company or the Trustee shall so determine, new Notes so
modified as to conform, in the opinion of the Trustee and the Board of Directors
of the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Notes then outstanding. Failure to
make the appropriate notation or issue a new Note shall not affect the validity
and effect of such supplemental indenture or Noteholders' meeting.

                  SECTION XI.6 Officers' Certificate and Opinion of Counsel. In
connection with the execution of any supplemental indenture, the Trustee shall
receive and, subject to the provisions of Sections 8.1 and 8.2, shall be fully
protected in relying upon an Officers' Certificate and an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized and
permitted by this Indenture (including, without limitation, Section 11.7) as
conclusive evidence that any such supplemental indenture complies with the
provisions of this Article XI.

                  SECTION XI.7 Modification of Indenture with consent of holders
of Senior Indebtedness. No amendment, supplement or other modification may be
made to any provision of this Indenture (including any definition included in
Article I or elsewhere herein) that adversely affects the rights under Article
III or under any other provision of this Indenture of any holder of Senior
Indebtedness unless the holders of Senior Indebtedness expressly consent in
writing thereto.


                                   ARTICLE XII

                         CONSOLIDATION, MERGER AND SALE

                  SECTION XII.1 Merger and Sale of Assets, etc. (a) The Company
shall not, in a single transaction or through a series of related transactions,
consolidate with or merge with or into any other Person or sell, assign, convey,
transfer or lease or otherwise dispose of all or substantially all of its
properties and assets as an entirety to any Person or group of affiliated
Persons, or permit any of its Subsidiaries to enter into any such transaction or
transactions if such transaction or transactions, in the aggregate, would result
in a sale, assignment, transfer, lease or disposal of all or substantially all
of the properties and assets of the Company and its Subsidiaries on a
consolidated basis to any other Person or group of affiliated Persons, unless at
the time and after giving effect thereto:

                        (i) either (A) the Company shall be the continuing
         corporation, or (B) the Person (if other than the Company) formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance, transfer, lease or disposition the
         properties and assets of the Company, substantially as an entirety (the
         "Surviving Entity") shall be a corporation duly organized and validly
         existing under the laws of the United States of America, any state
         thereof or the District of Columbia and shall, in either case,
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, all the
         obligations of the Company under the Notes and hereunder, and this
         Indenture shall remain in full force and effect;



<PAGE>
                                                                              81

                       (ii) immediately before and immediately after giving
         effect to such transaction on a pro forma basis (and treating any
         Indebtedness not previously an obligation of the Company or a
         Subsidiary which becomes the obligation of the Company or any of its
         Subsidiaries in connection with or as a result of such transaction as
         having been incurred at the time of such transaction), no Default or
         Event of Default shall have occurred and be continuing;

                      (iii) immediately after giving effect to such transaction
         on a pro forma basis, the Consolidated Net Worth of the Company (or the
         Surviving Entity if the Company is not the continuing obligor
         hereunder) is at least equal to the Consolidated Net Worth of the
         Company immediately before such transaction;

                       (iv) immediately before and immediately after giving
         effect to such transaction on a pro forma basis (and treating any
         Indebtedness not previously an obligation of the Company or a
         Subsidiary which becomes the obligation of the Company or any of its
         Subsidiaries in connection with or as a result of such transaction as
         having been incurred at the time of such transaction), the Company (or
         the Surviving Entity if the Company is not the continuing obligor
         hereunder) could incur $1.00 of additional Indebtedness under Section
         5.9 (other than Permitted Indebtedness);

                        (v) each Guarantor, if any, unless it is the other party
         to the transactions described above, shall have by supplemental
         indenture confirmed that its Guarantee of the Notes shall apply to such
         person's obligations hereunder and the Notes; and

                       (vi) the Company or the Surviving Entity shall have
         delivered to the Trustee an Officers' Certificate and an opinion of
         counsel, each stating that such consolidation, merger, transfer, lease
         or disposition and such supplemental indenture comply with the terms of
         this Indenture.

                  (b) Each Guarantor, if any (other than any Subsidiary whose
Guarantee is being released pursuant to Section 5.16 as a result of such
transaction), shall not, and the Company will not permit a Guarantor to, in a
single transaction or through a series of related transactions, merge or
consolidate with or into any other corporation or other entity (other than the
Company or any Guarantor), or sell, assign, convey, transfer, lease or otherwise
dispose of its properties and assets on a consolidated basis substantially as an
entirety to any entity unless

                        (i) either (A) such Guarantor shall be the continuing
         corporation or partnership or (B) the entity (if other than such
         Guarantor) formed by such consolidation or into which such Guarantor is
         merged or the entity which acquires by sale, assignment, conveyance,
         transfer, lease or disposition the properties and assets of such
         Guarantor substantially as an entirety shall be a corporation or
         partnership organized and validly existing under the laws of the United
         States, any state thereof or the District of Columbia and shall
         expressly assume by an indenture supplemental to this Indenture,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, all the obligations of such Guarantor under the Notes and
         hereunder;


<PAGE>
                                                                              82

                       (ii) immediately before and immediately thereafter (and
         treating any Indebtedness not previously an obligation of the Company
         or a Subsidiary which becomes the obligation of the Company or any of
         its Subsidiaries in connection with or as a result of such transaction
         as having been incurred at the time of such transaction), no Default or
         Event of Default shall have occurred and be continuing; and

                      (iii) such Guarantor shall have delivered to the Trustee
         an Officers' Certificate and an opinion of counsel, each stating that
         such consolidation, merger, sale, assignment, conveyance, transfer,
         lease or disposition and such supplemental indenture comply with this
         Indenture, and thereafter all obligations of the predecessor shall
         terminate.

                  (c) Notwithstanding the foregoing, any Wholly Owned Subsidiary
may (i) merge or consolidate with or into any other Wholly Owned Subsidiary or
the Company or (ii) sell, assign, convey, transfer, lease, or otherwise dispose
of all or substantially all of its properties and assets to any other Wholly
Owned Subsidiary or the Company; provided, that (x) any Person surviving any
such merger or consolidation with a Guarantor or which acquires substantially
all of the assets of any Guarantor (the "Acquisition Survivor") shall expressly
assume by a supplemental indenture or guarantee executed and delivered to the
Trustee, in form satisfactory to the Trustee, any obligations of such Subsidiary
to guarantee the obligations owing hereunder; and (y) the Acquisition Survivor
shall have delivered to the Trustee an Officers' Certificate and an opinion of
counsel, each stating that the transaction and the supplemental guarantee or
indenture executed in connection therewith comply with this provision and that
all conditions precedent provided for herein relating to such transaction have
been complied with.

                  SECTION XII.2 Successor Substituted. Upon any consolidation or
merger, or any sale, assignment, conveyance, transfer, lease or disposition of
all or substantially all of the properties and assets of the Company or any
Guarantor in accordance with the immediately preceding paragraphs, the successor
Person formed by such consolidation or into which the Company or such Guarantor,
as the case may be, is merged or the successor Person to which such sale,
assignment, conveyance, transfer, lease or disposition is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
or such Guarantor, as the case may be, under this Indenture and/or the
Guarantees, as the case may be, with the same effect as if such successor had
been named as the Company or such Guarantor, as the case may be, herein and/or
in the Guarantees, as the case may be. When a successor assumes all the
obligations of its predecessor under this Indenture, the Notes or a Guarantee,
as the case may be, the predecessor shall be released from those obligations;
provided that in the case of a transfer by lease, the predecessor shall not be
released from the payment of principal and interest on the Notes or a Guarantee,
as the case may be.

                  SECTION XII.3 Opinion of Counsel. The Trustee, subject to the
provisions of Sections 8.1 and 8.2, may receive and rely on an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption, complies with the provisions of this
Article XII.




<PAGE>
                                                                              83

                                  ARTICLE XIII

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

                  SECTION XIII.1 Legal Defeasance and Covenant Defeasance of the
Notes.

                        (a) The Company may, at its option by Board resolution,
at any time, with respect to the Notes, elect to have either paragraph (b) or
paragraph (c) below be applied to the outstanding Notes upon compliance with the
conditions set forth in paragraph (d).

                        (b) Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (b), the Company and any Guarantor shall
be deemed to have been released and discharged from its obligations with respect
to the outstanding Notes on the date the conditions set forth below are
satisfied (hereinafter, "legal defeasance"). For this purpose, such legal
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the outstanding Notes, which shall
thereafter be deemed to be "outstanding" only for the purposes of the Sections
of and matters under this Indenture referred to in (i) and (ii) below, and to
have satisfied all its other obligations under such Notes and this Indenture
insofar as such Notes are concerned, except for the following which shall
survive until otherwise terminated or discharged hereunder: (i) the rights of
Holders of outstanding Notes to receive solely from the trust fund described in
paragraph (d) below and as more fully set forth in such paragraph, payments in
respect of the principal of, premium, if any, and interest on such Notes when
such payments are due and (ii) obligations listed in Section 13.3.

                        (c) Upon the Company's exercise under paragraph (a) of
the option applicable to this paragraph (c), the Company and any Guarantor shall
be released and discharged from its obligations under any covenant contained in
Article XII and in Sections 4.5 and 5.3 through 5.22 with respect to the
outstanding Notes on and after the date the conditions set forth below are
satisfied (hereinafter, "covenant defeasance"), and the Notes shall thereafter
be deemed to be not "outstanding" for the purpose of any direction, waiver,
consent or declaration or act of Holders (and the consequences of any thereof)
in connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder. For this purpose, such covenant defeasance
means that, with respect to the outstanding Notes, the Company (each Guarantor,
if any) may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a
Default or an Event of Default under Section 7.1(c), nor shall any event
referred to in Section 7.1(d) or 7.1(e) thereafter constitute a Default or an
Event of Default thereunder but, except as specified above, the remainder of
this Indenture and such Notes shall be unaffected thereby.

                        (d) The following shall be the conditions to application
of either paragraph (b) or paragraph (c) above to the outstanding Notes:



<PAGE>
                                                                              84

                        (i) The Company shall have irrevocably deposited in
         trust with the Trustee, pursuant to an irrevocable trust and security
         agreement in form and substance satisfactory to the Trustee, cash or
         U.S. Government Obligations maturing as to principal and interest at
         such times, or a combination thereof, in such amounts as are
         sufficient, without consideration of the reinvestment of such interest
         and after payment of all Federal, state and local taxes or other
         charges or assessments in respect thereof payable by the Trustee, in
         the opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof (in form and
         substance reasonably satisfactory to the Trustee) delivered to the
         Trustee, to pay the principal of, premium, if any, and interest on the
         outstanding Notes on the dates on which any such payments are due and
         payable in accordance with the terms of this Indenture and of the
         Notes;

                       (ii) (A) No Event of Default shall have occurred or be
         continuing on the date of such deposit, and (B) no Default or Event of
         Default under Section 7.1(f) or 7.1(g) shall occur on or before the
         123rd day after the date of such deposit;

                      (iii) Such deposit will not result in a Default under this
         Indenture or a breach or violation of, or constitute a default under,
         any other instrument or agreement to which the Company or any Guarantor
         is a party or by which it or its property is bound;

                       (iv) In the case of a legal defeasance under paragraph
         (b) above, the Company has delivered to the Trustee an Opinion of
         Counsel stating 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 shall confirm that, the Holders of the Notes will
         not recognize income, gain or loss for federal income tax purposes as a
         result of such deposit, defeasance and discharge and will be subject to
         federal income tax on the same amounts and in the same manner and at
         the same times as would have been the case if such deposit, defeasance
         and discharge had not occurred; and, in the case of a covenant
         defeasance under paragraph (c) above, the Company shall deliver to the
         Trustee an Officers' Certificate and an Opinion of Counsel, in form and
         substance reasonably satisfactory to the Trustee, to the effect that
         Holders of the Notes will not recognize income, gain or loss for
         federal income tax purposes as a result of such deposit and 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
         deposit and defeasance had not occurred;

                        (v) The Holders shall have a perfected security interest
         under applicable law in the cash or U.S. Government Obligations
         deposited pursuant to Section 13(d)(i) above;

                       (vi) The Company shall have delivered to the Trustee an
         Opinion of Counsel, in form and substance reasonably satisfactory to
         the Trustee, to the effect that, after the passage of 123 days
         following the deposit, the trust funds will not be subject to any
         applicable bankruptcy, insolvency, reorganization or similar law
         affecting creditors' rights generally;



<PAGE>
                                                                              85

                      (vii) such defeasance shall not cause the Trustee to have
         a conflicting interest with respect to any securities of the Company or
         any Guarantor; and

                     (viii) The Company has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent specified herein relating to the defeasance
         contemplated by this Section 13.1 have been complied with; provided,
         however, that no deposit under clause (d)(i) above shall be effective
         to terminate the obligations of the Company or any Subsidiary Guarantor
         under the Notes or this Indenture prior to 123 days following any such
         deposit.

                  In connection with the issuance of debt securities the
proceeds of which will be used to redeem all the Notes then outstanding, none of
Sections 5.9, 5.10 and 5.14 shall be violated by the issuance of such debt
securities to the extent the Company complies with all of the provisions of this
Section 13.1(d) other than Section 13.1(d)(ii)(B).

                  SECTION XIII.2 Termination of Obligations upon Cancellation of
the Notes. In addition to the Company's rights under Section 13.1, the Company
may terminate all of its obligations under this Indenture (subject to Section
13.3) when:

                   (a) (i) all Notes theretofore authenticated and delivered
         (other than Notes which have been destroyed, lost or stolen and which
         have been replaced or paid as provided in Section 2.7) have been
         delivered to the Trustee for cancellation;

                       (ii) the Company has paid or caused to be paid all other
         sums payable hereunder and under the Notes by the Company; and

                      (iii) the Company has delivered to the Trustee an
         Officers' Certificate, stating that all conditions precedent specified
         herein relating to the satisfaction and discharge of this Indenture
         have been complied with; or

                  (b) (i) the Notes not previously delivered to the Trustee for
         cancellation will have become due and payable or are by their terms to
         become due and payable within one year or are to be called for
         redemption under arrangements satisfactory to the Trustee upon delivery
         of notice; (ii) the Company will have irrevocably deposited with the
         Trustee, as trust funds, cash, in an amount sufficient to pay principal
         of and interest on the outstanding Notes, to maturity or redemption, as
         the case may be; (iii) such deposit will not result in a breach or
         violation of, or constitute a default under, any agreement or
         instrument pursuant to which the Company or any Subsidiary is a party
         or by which it or its property is bound; and (iv) and the Company has
         delivered to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that all conditions related to such defeasance
         have been complied with.



<PAGE>
                                                                              86

                  SECTION XIII.3 Survival of Certain Obligations.
Not-withstanding the satisfaction and discharge of this Indenture and of the
Notes referred to in Section 13.1 or 13.2, the respective obligations of the
Company, and the Trustee under Sections 2.4, 2.5, 2.7, 2.8, 2.9, 2.10, 2.11,
5.2, 6.1, 7.8, 7.14, 8.6, 8.10, 13.5, 13.6 and 13.7 and shall survive until the
Notes are no longer outstanding, and thereafter the obligations of the Company
and the Trustee under Sections 7.14, 8.6, 13.5, 13.6 and 13.7 shall survive.
Nothing contained in this Article XIII shall abrogate any of the obligations or
duties of the Trustee under this Indenture.

                  SECTION XIII.4 Acknowledgment of Discharge by Trustee. Subject
to Section 13.7, after (i) the conditions of Section 13.1 or 13.2 have been
satisfied, (ii) the Company has paid or caused to be paid all other sums payable
hereunder by the Company and (iii) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent referred to in clause (i) above relating to the
satisfaction and discharge of this Indenture have been complied with, the
Trustee upon written request shall acknowledge in writing the discharge of the
Company's obligations under this Indenture except for those surviving
obligations specified in Section 13.3.

                  SECTION XIII.5 Application of Trust Assets. The Trustee shall
hold any cash or U.S. Government Obligations deposited with it in the
irrevocable trust established pursuant to Section 13.1 or 13.2, as the case may
be. The Trustee shall apply the deposited cash or the U.S. Government
Obligations, together with earnings thereon, through the Paying Agent, in
accordance with this Indenture and the terms of the irrevocable trust agreement
established pursuant to Section 13.1 or 13.2, as the case may be, to the payment
of principal of, premium, if any, and interest on the Notes. The cash or U.S.
Government Obligations so held in trust and deposited with the Trustee in
compliance with Section 13.1 or 13.2, as the case may be, shall not be part of
the trust estate under this Indenture, but shall constitute a separate trust
fund for the benefit of all Holders entitled thereto.

                  SECTION XIII.6 Repayment to the Company; Unclaimed Money. Upon
termination of the trust established pursuant to Section 13.1 or 13.2, as the
case may be, the Trustee and the Paying Agent shall promptly pay to the Company
upon request any excess cash or U.S. Government Obligations held by them.
Additionally, if money for the payment of principal, premium, if any, or
interest remains unclaimed for six years, the Trustee and the Paying Agents will
pay the money back to the Company forthwith. After that, all liability of the
Trustee and such Paying Agents with respect to such money shall cease.

                  The Trustee and the Paying Agent shall pay to the Company upon
request, and, if applicable, in accordance with the irrevocable trust
established pursuant to Section 13.1 or 13.2, any cash or U.S. Government
Obligations held by them for the payment of principal of, premium, if any, or
interest on the Notes that remain unclaimed for two years after the date on
which such payment shall have become due. After payment to the Company, Holders
entitled to such payment must look to the Company for such payment as general
creditors unless an applicable abandoned property law designates another person.



<PAGE>
                                                                              87

                  SECTION XIII.7 Reinstatement. If the Trustee or Paying Agent
is unable to apply any cash or U.S. Government Obligations in accordance with
Section 13.1 or 13.2 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 13.1 or 13.2 until such time as the Trustee or
Paying Agent is permitted to apply all such cash or U.S. Government Obligations
in accordance with Section 13.1 or 13.2, as the case may be; provided that if
the Company makes any payment of principal of, premium, if any, or interest on
any Notes following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or the Paying Agent.


                                   ARTICLE XIV

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

                  SECTION XIV.1 Incorporators, stockholders, officers and
directors of Company or any Guarantor (other than the Company) exempt from
individual liability. No recourse under or upon any obligation, covenant or
agreement of this Indenture or any indenture supplemental hereto or of any Note,
or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any Guarantor (other than the Company) or
of any successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors, as such, of the Company or any Guarantor (other than the
Company) or of any successor corporation, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Notes or implied therefrom; and that any and all such personal liability of
every name and nature, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Notes or
implied therefrom are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issue of
such Notes.


                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

                  SECTION XV.1 Successors and assigns of Company bound by
Indenture. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not.



<PAGE>
                                                                              88

                  SECTION XV.2 Acts of board, committee or officer of successor
corporation valid. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
the time be the lawful sole successor of the Company.

                  SECTION XV.3 Required notices or demand may be served by mail;
waiver. Any notice or demand which by any provisions of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Notes to or on the Company may be given or served by being deposited postage
prepaid (except as provided in Section 7.1(c)) by first class mail in a post
office letter box addressed (until another address is filed by the Company with
the Trustee for such purpose), as follows: Genesis Health Ventures, Inc., 148
West State Street, Kennett Square, Pennsylvania 19348, Attention: Michael R.
Walker, Chairman and Chief Executive Officer. Any notice, direction, request or
demand by any Noteholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made at the principal
corporate trust office of the Trustee, The Bank of New York, 101 Barclay Street,
Floor 21 West, New York, New York, 10286 to the attention of Corporate Trust
Administration (or at such other address as the Trustee shall notify the Company
pursuant to Section 5.2).

                  Any notice to be given by the Trustee to any Senior
Representative shall be sent to such address as such Senior Representative may
from time to time designate to the Trustee in writing.

                  Any notice or communication to a Noteholder shall be mailed by
first-class mail to his address shown in the Note Register. Failure to mail a
notice or communication to a Noteholder or any defect in it shall not affect its
sufficiency with respect to other Noteholders. If a notice or communication is
mailed in the manner so provided within the time prescribed, it is duly given,
whether or not the addressee receives it.

                  Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the person entitled to receive such notice,
either before or after the event or action relating thereto, and such waiver
shall be equivalent of such notice. Waivers of notice by Noteholders shall be
filed with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

                  SECTION XV.4 Indenture and Notes to be construed in accordance
with the laws of the State of New York. This Indenture and each Note shall be
governed by and construed in accordance with the laws of the State of New York.

                   SECTION XV.5 Evidence of compliance with conditions
precedent. Upon any request or application by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Indenture relating to such particular application or demand, such statement of
compliance may be added to the more specifically required document, in which
case no additional certificate or opinion need be furnished.


<PAGE>
                                                                              89

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

                  Any certificate, statement or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a certificate
or opinion of or representations by counsel, unless such officer knows that the
certificate or opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous,
or in the exercise of reasonable care should know that the same are erroneous.
Any certificate, statement or opinion of counsel may be based, insofar as it
relates to factual matters information with respect to which is in the
possession of the Company, upon the certificate, statement or opinion of or
representations by an officer or officers of the Company, unless such counsel
knows that the certificate, statement or opinion or representations with respect
to the matters upon which his certificate, statements or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

                   Any certificate, statement or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

                  SECTION XV.6 Payments due on Saturdays, Sundays and holidays.
In any case where the date of payment of interest on or principal of the Notes
or the date fixed for redemption or purchase of any Note shall not be a Business
Day, then payment of interest or principal and premium, if any, need not be made
on such date, but may be made on the next succeeding business day with the same
force and effect as if made on the date of payment or the date fixed for
redemption or purchase, and no interest shall accrue for the period after such
original date of payment or such original date fixed for redemption or purchase.

                  SECTION XV.7 Provisions required by Trust Indenture Act to
control. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act, such required provision shall control.



<PAGE>
                                                                              90

                  SECTION XV.8 Provisions of this Indenture and Notes for the
sole benefit of the parties and the Noteholders. Nothing in this Indenture or in
the Notes, expressed or implied, shall give or be construed to give any person,
firm or corporation, other than the parties hereto and the holders of the Notes
and of the Senior Indebtedness, any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained, all its covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Notes and
of the Senior Indebtedness.

                  SECTION XV.9 Severability. In case any one or more of the
provisions contained in this Indenture or in the Notes shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this
Indenture or of such Notes, but this Indenture and such Notes shall be construed
as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.

                  SECTION XV.10 Indenture may be executed in counterparts;
acceptance by Trustee. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument. The Bank of New York hereby
accepts the trusts in this Indenture declared and provided, upon the terms and
conditions hereinabove set forth.

                  SECTION XV.11 Article and Section headings. The Article and
Section references herein and in the Table of Contents are for convenience of
reference only and shall not affect the construction hereof.


<PAGE>
                                                                              91

                  IN WITNESS WHEREOF, GENESIS HEALTH VENTURES, INC. has caused
this Indenture to be signed and acknowledged by its Chief Executive Officer, its
President or one of its vice presidents; and The Bank of New York has caused
this Indenture to be signed by one of its authorized officers, all as of the day
and year first written above.


                                          GENESIS HEALTH VENTURES, INC.


                                          By: /s/ George V. Hager, Jr.
                                              ---------------------------------
                                              Name: George V. Hager, Jr.
                                              Title: Senior Vice President and
                                                     Chief Financial Officer


                                          THE BANK OF NEW YORK,
                                                   as trustee


                                          By: /s/ Mary Jane Schmalzel
                                              --------------------------------- 
                                              Name: Mary Jane Schmalzel
                                              Title: Vice President


<PAGE>

 
                                                                     EXHIBIT A-1


                             [FORM OF FACE OF NOTE]


                  THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE 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
         SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET
         FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT
         (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
         UNDER THE SECURITIES ACT ("RULE 144A")) OR (B) IT IS NOT A U.S. PERSON
         AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, (2) AGREES TO
         OFFER, SELL, OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE WHICH
         IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
         LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
         OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (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 INSIDE THE UNITED
         STATES, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
         NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
         144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES TO
         NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
         REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
         AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSES (D) OR (E)
         TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE
         FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
         APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY
         THE TRANSFEROR TO THE TRUSTEE. AS USED HEREIN, THE TERMS "UNITED
         STATES," "OFFSHORE TRANSACTION," AND "U.S. PERSON" HAVE THE RESPECTIVE
         MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.


                                      A-1-1

<PAGE>






                  THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR
         PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
         REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS NOTE IS
         96.1598% OF ITS PRINCIPAL AMOUNT AT MATURITY, THE AMOUNT OF ORIGINAL
         ISSUE DISCOUNT IS $38.402 PER $1,000 OF PRINCIPAL AMOUNT AT MATURITY,
         THE ISSUE DATE IS DECEMBER 23, 1998 AND THE YIELD TO MATURITY IS
         9 7/8%.

                                      A-1-2



<PAGE>



No. ___________                                                    $___________
                                                               CUSIP: _________


                          GENESIS HEALTH VENTURES, INC.

                      9f% Senior Subordinated Note due 2009

                  GENESIS HEALTH VENTURES, INC., a corporation duly organized
and validly existing under the laws of the Commonwealth of Pennsylvania (herein
called the "Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received hereby promises
to pay to ________________________, or registered assigns, the principal sum of
______________________________ United States dollars on January 15, 2009 at the
office or agency of the Company maintained for that purpose in New York, New
York, and to pay interest thereon at the rate per annum specified on this Note.
The Company will pay interest semi-annually on January 15 and July 15 of each
year (the "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 December 23, 1998; provided that the first interest payment date
shall be July 15, 1999.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Note is registered at the close of business on
the Record Date for such interest, which shall be January 1 or July 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid, or duly provided for, and
interest on such defaulted interest at the interest rate borne by the Notes, to
the extent lawful, shall forthwith cease to be payable to the Holder on such
Record Date, and may be paid to the Person in whose name this Note is registered
at the close of business on a special record date which date shall be the
fifteenth day next preceding the date fixed by the Company for the payment of
defaulted interest or the next succeeding Business Day if such date is not a
Business Day. The Company shall, by written notice to the Trustee, fix each such
special record date and payment date. At least 15 days before the special record
date, the Company (or the Trustee, in the name of and at the expense of the
Company) shall mail to each Holder, with a copy to the Trustee, a notice that
states the subsequent special record date, the payment date and the amount of
defaulted interest, and interest payable on such defaulted interest, if any, to
be paid.

                                      A-1-3


<PAGE>


                  If this Note is a Global Note, all payments in respect of this
Note will be made to the Depository or its nominee in immediately available
funds in accordance with customary procedures established from time to time by
the Depository. If this Note is not a Global Note, payment of the principal of,
premium, if any, and interest on this Note will be made at the office or agency
of the Company maintained for that purpose in the City of New York, or at such
other office or agency of the Company as may be maintained for such purpose, 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; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Note Register. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of and premium if any, and interest on
the Notes to all Senior Indebtedness, and provisions giving the holder of this
Note the right to require the Company to repurchase this Note upon any Change in
Control, in each case on the terms and subject to the limitations referred to on
the reverse hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

                  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

                  This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.


                  IN WITNESS WHEREOF, GENESIS HEALTH VENTURES, INC. has caused
this instrument to be duly executed under its corporate seal.

Dated:

                                         GENESIS HEALTH VENTURES, INC.

                                         By:_________________________     
                                               Name:
                                               Title:
[Corporate Seal]

Attest:

____________________
Name:
Title:

                                      A-1-4
<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the Notes described in the within-mentioned
Indenture.

                                                     THE BANK OF NEW YORK,
                                                     as Trustee

                                                     By______________________ 
                                                       Authorized Officer

                                      A-1-5
<PAGE>


                            [FORM OF REVERSE OF NOTE]

                          GENESIS HEALTH VENTURES, INC.

                    9-7/8% SENIOR SUBORDINATED NOTE DUE 2009

                  This Note is one of a duly authorized issue of Notes of the
Company known as its 9-7/8% Senior Subordinated Notes due 2009 (the "Initial
Notes"), limited to the aggregate principal amount of $125,000,000, all issued
or to be issued under and pursuant to an indenture, dated as of December 23,
1998 (herein referred to as the "Indenture"), duly executed and delivered
between the Company and The Bank of New York, trustee (herein referred to as the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the respective rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes. The Notes include the Initial Notes and
the Exchange Notes issued in exchange for the Initial Notes pursuant to the
Indenture. The Initial Notes and the Exchange Notes are treated as a single
class of securities under the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Notes and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness (as defined in
the Indenture), whether outstanding on the date of the Indenture or thereafter,
and this Note is issued subject to such provisions. Each Holder of this Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose;
provided, however, that the indebtedness evidenced by this Note shall cease to
be so subordinate and subject in right of payment upon any defeasance of this
Note referred to in clause (a) or (b) of the next preceding paragraph.

                                      A-1-6

<PAGE>


                  The Notes are subject to redemption, as a whole or in part, at
any time on or after January 15, 2004 at the option of the Company upon not less
than 30 nor more than 60 days' prior notice by first-class mail, at the election
of the Company, in amounts of $1,000 or an integral multiple of $1,000 at the
following redemption prices (expressed as a percentage of the principal amount)
if redeemed during the 12-month period beginning January 15 of the years
indicated below:

                                                                  Redemption
                  Year                                               Price     
                  ----                                            ----------
                  2004 .........................................   104.937%
                  2005 .........................................   102.468%
                  2006 .........................................   101.234%

and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date. If less than all of
the Notes are to be redeemed, such portion of the Notes shall be redeemed pro
rata, by lot or by any other method the Trustee shall deem fair and reasonable.

                  In addition, at any time prior to January 15, 2002, the
Company, at its option, may use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Notes originally issued under the Indenture at a redemption price equal to
109.875% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of redemption; provided that at least 65%
of the initial aggregate principal amount of Notes remains outstanding
immediately after the occurrence of such redemption. In order to effect the
foregoing redemption, the Company must mail a notice of redemption no later than
30 days after the closing of the related Public Equity Offering and must
consummate such redemption within 60 days of the closing of the Public Equity
Offering.

                  Upon the occurrence of a Change in Control, each Holder may
require the Company to repurchase all or a portion of such Holder's Notes at a
purchase price in cash equal to 101% of the principal amount thereof, together
with accrued and unpaid interest to the date of repurchase.

                  Under certain circumstances, in the event the Net Cash
Proceeds received by the Company from any Asset Sale, which is not used to
prepay Senior Indebtedness or invested in properties or assets used in the
businesses of the Company, exceeds $10,000,000, the Company will be required to
apply such proceeds to the repayment of the Notes and certain other pari passu
Indebtedness.

                  In the case of any redemption of Notes, interest installments
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Notes of record at the close of business on the relevant
Record Date referred to on the face hereof. Notes (or portions thereof) for
whose redemption and payment provision is made in accordance with the Indenture
shall cease to bear interest from and after the date of redemption.

                  In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued in the name of
the Holder hereof upon the cancellation hereof.

                                      A-1-7
<PAGE>


                  If an Event of Default shall occur and be continuing, the
principal amount of all the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.

                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Holders) as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
specified percentage in aggregate principal amount of the Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Notes at the time
outstanding, on behalf of the Holders of all the Notes, to waive compliance by
the Company with certain provisions of the Indenture and certain past Defaults
under the Indenture and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company or
any Guarantor (in the event such Guarantor is obligated to make payments in
respect of the Notes), which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note at the times, place, and rate,
and in the coin or currency, herein prescribed, subject to the subordination
provisions of the Indenture.

                  In addition to the rights provided to Noteholders under the
Indenture, Holders of Initial Notes shall have all the rights set forth in the
Registration Rights Agreement among the Company and the Initial Purchasers on
behalf of Holders of the Initial Notes. Pursuant to the Registration Rights
Agreement, the Company will be obligated to consummate an exchange offer
pursuant to which the holder of this Note shall have the right to exchange this
Note for the Company's 9-7/8% Senior Subordinated Notes due 2009 (the "Exchange
Notes"), which have been registered under the Securities Act, in like principal
amount and having terms identical in all material respects as the Initial Notes
(except for terms with respect to transfer restrictions or interest rate
increases). The Holders of the Initial Notes shall be entitled to receive
certain additional interest payments in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement. Additional interest which
may be payable pursuant to the Registration Rights Agreement shall be payable in
the same manner as set forth herein with respect to the stated interest. The
provision of the Registration Rights Agreement relating to such additional
interest are incorporated herein by reference and made a part hereof as if set
forth herein in full.

                                      A-1-8
<PAGE>

                  The Company will furnish to any Noteholder 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.
                           101 East State Street
                           Kennett Square
                           Pennsylvania 19348
                           Attention: Corporate Secretary

                  A Noteholder shall register the transfer or exchange of Notes
in accordance with the Indenture. No service charge shall be made for any
registration of transfer or exchange or redemption of Notes, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

                  Prior to and at the time of due presentment of this Note for
registration of transfer, the Company, the Trustee, the Paying Agent and any
agent of the Company or the Trustee may treat the Person in whose name this Note
is registered as the owner hereof for all purposes, whether or not this Note is
overdue, and neither the Company, the Trustee nor any agent shall be affected by
notice to the contrary.

                  All terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

                                      A-1-9
<PAGE>


                                 ASSIGNMENT FORM


I or we assign and transfer this Note to

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

--------------------------------------------------------------
(Print or type name, address and zip code of assignee)

--------------------------------------------------------------
(Insert Social Security or other identifying number of assignee)

and irrevocably appoint ________________________ agent to transfer this Note on
the books of the Company. The agent may substitute another to act for him.

                  In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of the declaration by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the "Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the date which is two years after the initial issuance of the
Notes, the undersigned confirms that it has not utilized any general
solicitation or general advertising in connection with the transfer and that:

                                   [Check One]

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

                                       or

[ ]  (b) this Note is being transferred outside the United States in an
         offshore transaction within the meaning of Regulation S under the
         Securities Act in compliance with Rule 904 and the undersigned has
         furnished to the Trustee, the Registrar and the Company, such
         certification, legal opinions and other information as the Trustee,
         the Note Registrar and the Company may have reasonably required to
         confirm that the proposed sale complies with Regulation S.

                                       or

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

                                      A-1-10

<PAGE>


If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the
Noteholder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.12 of the Indenture shall have
been satisfied.


Dated:__________________            Signed: ________________________
                                            (Sign exactly as name
                                            appears on the other side
                                            of this Note)



              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

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


Dated: _______________________      _____________________________
                                    NOTICE:  To be executed by
                                             an executive officer

                                      A-1-11
<PAGE>


                                                                     EXHIBIT A-2


                         [FORM OF FACE OF EXCHANGE NOTE]


No._____                                                            $           
                                                               CUSIP: __________

                          GENESIS HEALTH VENTURES, INC.

                    9 7/8% Senior Subordinated Note due 2009

                  GENESIS HEALTH VENTURES, INC., a corporation duly organized
and validly existing under the laws of the Commonwealth of Pennsylvania (herein
called the "Company", which term includes any successor corporation under the
Indenture referred to on the reverse hereof), for value received hereby promises
to pay to ________________________, or registered assigns, the principal sum of
_________________________________ United States dollars on January 15, 2009 at
the office or agency of the Company maintained for that purpose in New York, New
York, and to pay interest thereon at the rate per annum specified on this Note.
The Company will pay interest semi-annually on January 15 and July 15 of each
year (the "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 December 23, 1998; provided that the first interest payment date
shall be July 15, 1999.

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Note is registered at the close of business on
the Record Date for such interest, which shall be January 1 or July 1 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest not so punctually paid, or duly provided for, and
interest on such defaulted interest at the interest rate borne by the Notes, to
the extent lawful, shall forthwith cease to be payable to the Noteholder on such
Record Date, and may be paid to the Person in whose name this Note is registered
at the close of business on a special record date which date shall be the
fifteenth day next preceding the date fixed by the Company for the payment of
defaulted interest or the next succeeding Business Day if such date is not a
Business Day. The Company shall, by written notice to the Trustee, fix each such
special record date and payment date. At least 15 days before the special record
date, the Company (or the Trustee, in the name of and at the expense of the
Company) shall mail to each Noteholder, with a copy to the Trustee, a notice
that states the subsequent special record date, the payment date and the amount
of defaulted interest, and interest payable on such defaulted interest, if any,
to be paid.


                                      A-2-1
<PAGE>


                  If this Note is a Global Note, all payments in respect of this
Note will be made to the Depository or its nominee in immediately available
funds in accordance with customary procedures established from time to time by
the Depository. If this Note is not a Global Note, payment of the principal of,
premium, if any, and interest on this Note will be made at the office or agency
of the Company maintained for that purpose in the City of New York, or at such
other office or agency of the Company as may be maintained for such purpose, 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; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Note Register. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

                  Reference is made to the further provisions of this Note set
forth on the reverse hereof, including, without limitation, provisions
subordinating the payment of principal of and premium if any, and interest on
the Notes to all Senior Indebtedness, and provisions giving the holder of this
Note the right to require the Company to repurchase this Note upon any Change in
Control, in each case on the terms and subject to the limitations referred to on
the reverse hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

                  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE 
WITH THE LAWS OF THE STATE OF NEW YORK.

                  This Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.

                  IN WITNESS WHEREOF, GENESIS HEALTH VENTURES, INC. has caused 
this instrument to be duly executed under its corporate seal.

Dated:

                                          GENESIS HEALTH VENTURES, INC.



                                          By:_________________________  
                                             Name:
                                             Title:
[Corporate Seal]

Attest:

___________________
Name:
Title:


                                      A-2-2
<PAGE>


                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                  This is one of the Notes described in the within-mentioned
Indenture.

                                                     THE BANK OF NEW YORK,
                                                     as Trustee

                                                     By______________________  
                                                       Authorized Officer

                                      A-2-3
<PAGE>


                       [FORM OF REVERSE OF EXCHANGE NOTE]

                          GENESIS HEALTH VENTURES, INC.

                    9 7/8% SENIOR SUBORDINATED NOTE DUE 2009

                  This Note is one of a duly authorized issue of Notes of the
Company known as its 9 7/8% Senior Subordinated Notes due 2009 (herein referred
to as the "Notes"), limited to the aggregate principal amount of $125,000,000,
all issued or to be issued under and pursuant to an indenture, dated as of
December 23, 1998 (herein referred to as the "Indenture"), duly executed and
delivered between the Company and The Bank of New York, trustee (herein referred
to as the "Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the respective rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes.

                  The Indenture contains provisions for defeasance at any time
of (a) the entire Indebtedness on the Notes and (b) certain restrictive
covenants and related Defaults and Events of Default, in each case upon
compliance with certain conditions set forth therein.

                  The Indebtedness evidenced by the Notes is, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness (as defined in
the Indenture), whether outstanding on the date of the Indenture or thereafter,
and this Note is issued subject to such provisions. Each Holder of this Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose;
provided, however, that the indebtedness evidenced by this Note shall cease to
be so subordinate and subject in right of payment upon any defeasance of this
Note referred to in clause (a) or (b) of the next preceding paragraph.

                  The Notes are subject to redemption, as a whole or in part, at
any time on or after January 15, 2004 at the option of the Company upon not less
than 30 nor more than 60 days' prior notice by first-class mail, at the election
of the Company, in amounts of $1,000 or an integral multiple of $1,000 at the
following redemption prices (expressed as a percentage of the principal amount)
if redeemed during the 12-month period beginning January 15 of the years
indicated below:

                                                                     Redemption
                  Year                                                  Price  
                  ----                                               ----------
                  2004 .............................................   104.937%
                  2005 .............................................   102.468%
                  2006 .............................................   101.234%

                                      A-2-4

<PAGE>


and thereafter at 100% of the principal amount, in each case, together with
accrued and unpaid interest, if any, to the Redemption Date. If less than all of
the Notes are to be redeemed, such portion of the Notes shall be redeemed pro
rata, by lot or by any other method the Trustee shall deem fair and reasonable.

                  In addition, at any time prior to January 15, 2002, the
Company, at its option, may use the net proceeds of one or more Public Equity
Offerings to redeem up to an aggregate of 35% of the aggregate principal amount
of Notes originally issued under the Indenture at a redemption price equal to
109.875% of the aggregate principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of redemption; provided that at least 65%
of the initial aggregate principal amount of Notes remains outstanding
immediately after the occurrence of such redemption. In order to effect the
foregoing redemption, the Company must mail a notice of redemption no later than
30 days after the closing of the related Public Equity Offering and must
consummate such redemption within 60 days of the closing of the Public Equity
Offering.

                  Upon the occurrence of a Change in Control, each Noteholder
may require the Company to repurchase all or a portion of such Holder's Notes at
a purchase price in cash equal to 101% of the principal amount thereof, together
with accrued and unpaid interest to the date of repurchase.

                  Under certain circumstances, in the event the Net Cash
Proceeds received by the Company from any Asset Sale, which is not used to
prepay Senior Indebtedness or invested in properties or assets used in the
businesses of the Company, exceeds $10,000,000, the Company will be required to
apply such proceeds to the repayment of the Notes and certain other pari passu
Indebtedness.

                  In the case of any redemption of Notes, interest installments
whose Stated Maturity is on or prior to the Redemption Date will be payable to
the Holders of such Notes of record at the close of business on the relevant
Record Date referred to on the face hereof. Notes (or portions thereof) for
whose redemption and payment provision is made in accordance with the Indenture
shall cease to bear interest from and after the date of redemption.

                  In the event of redemption of this Note in part only, a new
Note or Notes for the unredeemed portion hereof shall be issued in the name of
the Noteholder hereof upon the cancellation hereof.

                  If an Event of Default shall occur and be continuing, the
principal amount of all the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.

                                      A-2-5

<PAGE>


                  The Indenture permits, with certain exceptions (including
certain amendments permitted without the consent of any Noteholders) as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Noteholders under the Indenture
at any time by the Company and the Trustee with the consent of the Noteholders
of a specified percentage in aggregate principal amount of the Notes at the time
outstanding. The Indenture also contains provisions permitting the Noteholders
of specified percentages in aggregate principal amount of the Notes at the time
outstanding, on behalf of the Holders of all the Notes, to waive compliance by
the Company with certain provisions of the Indenture and certain past Defaults
under the Indenture and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Note shall be conclusive and binding upon such
Noteholder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company or
any Guarantor (in the event such Guarantor is obligated to make payments in
respect of the Notes), which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note at the times, place, and rate,
and in the coin or currency, herein prescribed, subject to the subordination
provisions of the Indenture.

                  A Noteholder shall register the transfer or exchange of Notes
in accordance with the Indenture. No service charge shall be made for any
registration of transfer or exchange or redemption of Notes, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.

                  Prior to and at the time of due presentment of this Note for
registration of transfer, the Company, the Trustee, the Paying Agent and any
agent of the Company or the Trustee may treat the Person in whose name this Note
is registered as the owner hereof for all purposes, whether or not this Note is
overdue, and neither the Company, the Trustee nor any agent shall be affected by
notice to the contrary.

                  All terms used in this Note which are defined in the Indenture
and not otherwise defined herein shall have the meanings assigned to them in the
Indenture.

                                      A-2-6
<PAGE>




                                 ASSIGNMENT FORM


I or we assign and transfer this Note to

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

----------------------------------------------------------------
(Print or type name, address and zip code of assignee)

----------------------------------------------------------------
(Insert Social Security or other identifying number of assignee)

and irrevocably appoint ________________________________________
agent to transfer this Note on the books of the Company. The agent may 
substitute another to act for him.

Dated: ____________________         Signed: __________________________
                                            (Sign exactly as name
                                            appears on the other side
                                            of this Note)


                                      A-2-7
<PAGE>


                                                                       EXHIBIT B


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

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
         YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
         TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IS REGISTERED
         IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, ANY
         TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
         ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
         HAS AN INTEREST HEREIN.


                                       B-1

<PAGE>


 
                                                                       EXHIBIT C


                            Form of Certificate To Be
                          Delivered in Connection with
                    Transfers to Non-QIB Accredited Investors


                                                                    ________, __



                           Re:  GENESIS HEALTH VENTURES, INC.
                                9 7/8% Senior Subordinated Notes
                                due January 15, 2009                 


Ladies and Gentlemen:

                  In connection with our proposed purchase of 9 7/8% Senior
Subordinated Notes due 2009 (the "Notes") of Genesis Health Ventures, Inc. (the
"Company"), we confirm that:

                  1. We have received a copy of the Offering Memorandum (the
"Offering Memorandum"), dated December 18, 1998, relating to the Notes and such
other information as we deem necessary in order to make our investment decision.
We acknowledge that we have read the matters under the caption "Notices to
Investors."

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


                                      C-1

<PAGE>


                  3. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes may not be offered
or sold within the United States or to, or for the account or benefit of, U.S.
persons 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 any Notes, we will do so only (A) to the Company,
or any of its subsidiaries, (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
the Trustee and the Note Registrar (each as defined in the Indenture relating to
the Notes), a signed letter containing certain representations and agreements
relating to the restrictions on transfer of the Notes (the form of which letter
can be obtained from the Trustee and the Note Registrar), (D) outside the United
States in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available), or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing Notes from us a notice advising such purchaser that resales of
the Notes are restricted as stated herein.

                  4. We understand that, on any proposed resale of Notes, we
will be required to furnish to the Trustee, the Note Registrar and the Company,
such certification, legal opinions and other information as the Trustee, the
Note Registrar 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.

                  5. 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 their investment, as the case may be.

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

                  You, the Company, and the Initial Purchasers 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 proceeding or
official inquiry with respect to the matters covered hereby.

                                           Very truly yours,



                                           By:_____________________________
                                              Name:
                                           Title:

                                      C-2

<PAGE>


================================================================================




                          GENESIS HEALTH VENTURES, INC.

                                       AND


                          THE BANK OF NEW YORK, Trustee


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

                                    INDENTURE

                          Dated as of December 23, 1998

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



                    9 7/8% Senior Subordinated Notes due 2009





================================================================================


<PAGE>

                          RECONCILIATION AND TIE SHEET*
                                     between
            PROVISIONS OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED
                                       and
                     INDENTURE DATED AS OF DECEMBER 23, 1998
                                     between
                          GENESIS HEALTH VENTURES, INC.
                                       and
                          THE BANK OF NEW YORK, Trustee

Section                                                             Section of
of Act                                                              Indenture
-------                                                             ----------
310(a)(1)...........................................................8.9
310(a)(2)...........................................................8.9
310(a)(3)...........................................................Inapplicable
310(a)(4)...........................................................Inapplicable
310(b)..............................................................8.8, 8.10
310(c)..............................................................Inapplicable
311(a)..............................................................8.13
311(b)..............................................................8.13
311(c)..............................................................Inapplicable
312(a)..............................................................6.1, 6.2(a)
312(b)..............................................................6.2(b)
312(c)..............................................................6.2(c)
313(a)..............................................................6.4(a)
313(b)(1)...........................................................Inapplicable
313(b)(2)...........................................................6.4(b)
313(c)..............................................................6.4(c)
313(d)..............................................................6.4(d)
314(a)(1)...........................................................6.3(a)
314(a)(2)...........................................................6.3(b)
314(a)(3)...........................................................6.3(c)
314(a)(4)...........................................................5.19
314(b)..............................................................Inapplicable
314(c)(1)...........................................................15.5
314(c)(2)...........................................................15.5
314(c)(3)...........................................................Inapplicable
314(d)..............................................................Inapplicable
314(e)..............................................................15.5
314(f)..............................................................Inapplicable
315(a)..............................................................8.1(a)
315(b)..............................................................8.14

----------------------
* This Reconciliation and Tie Sheet is not a part of the Indenture.

<PAGE>

315(c)..............................................................8.1(a)
315(d)..............................................................8.1(c)
315(e)..............................................................7.14
316(a)(1)...........................................................7.13, 7.12
316(a)(2)...........................................................Inapplicable
316(b)..............................................................7.8
317(a)..............................................................7.4
317(b)..............................................................5.4
318(a)..............................................................15.7


<PAGE>


                               TABLE OF CONTENTS**
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                        <C>                                                                                 <C>
ARTICLE I DEFINITIONS
                           SECTION 1.1  Certain terms defined.....................................................2
                           SECTION 1.2  Other Definitions........................................................18
                           SECTION 1.3  Incorporation by Reference of Trust Indenture Act........................19
                           SECTION 1.4  Rules of Construction....................................................20

ARTICLE II ISSUE, DESCRIPTION, REGISTRATION AND EXCHANGE OF NOTES
                           SECTION 2.1  Designation, amount, authentication and delivery of Notes................20
                           SECTION 2.2  Form of Notes and Trustee's certificate..................................21
                           SECTION 2.3  Date of Notes and denominations..........................................22
                           SECTION 2.4  Execution of Notes.......................................................22
                           SECTION 2.5  Registration, Registration of Transfer and Exchange of Notes.............23
                           SECTION 2.6  Temporary Notes..........................................................24
                           SECTION 2.7  Mutilated, destroyed, lost or stolen Notes...............................24
                           SECTION 2.8  Cancellation of surrendered Notes........................................25
                           SECTION 2.9  Defaulted Interest.......................................................25
                           SECTION 2.10  CUSIP Number............................................................26
                           SECTION 2.11  Book-Entry Provisions for Global Note...................................26
                           SECTION 2.12  Special Transfer Provisions.............................................27

ARTICLE III SUBORDINATION OF NOTES
                           SECTION 3.1  Agreement to subordinate.................................................30
                           SECTION 3.2  Distribution on dissolution, liquidation, bankruptcy or reorganization...30
                           SECTION 3.3  Suspension of Payment When Senior Indebtedness in Default................32
                           SECTION 3.4  Payment Permitted if No Default..........................................33
                           SECTION 3.5  Subrogation to Rights of Holders of Senior Indebtedness..................33
                           SECTION 3.6  Provisions Solely to Define Relative Rights..............................33
                           SECTION 3.7  Trustee to Effectuate Subordination......................................34
                           SECTION 3.8  No Waiver of Subordination Provisions....................................34
                           SECTION 3.9  Notice to Trustee........................................................35
                           SECTION 3.10  Reliance on Judicial Order or Certificate of Liquidating Agent..........36
                           SECTION 3.11  Rights of Trustee as a Holder of Senior Indebtedness; Preservation of
                                           Trustee's Rights......................................................36
                           SECTION 3.12  Article Applicable to Paying Agents.....................................36
                           SECTION 3.13  No Suspension of Remedies...............................................36
                           SECTION 3.14  Trustee's Relation to Senior Indebtedness...............................37
                           SECTION 3.15  Other Rights of Holders of Senior Indebtedness..........................37

ARTICLE IV REDEMPTION AND PURCHASES OF NOTES
                           SECTION 4.1  Redemption Prices........................................................37
                           SECTION 4.2  Notice of Redemption; Selection of Notes.................................38
                           SECTION 4.3  When Notes called for redemption become due and payable..................39
                           SECTION 4.4  Cancellation of Redeemed Notes...........................................40
                           SECTION 4.5  Purchase of Notes Upon Change in Control.................................40

ARTICLE V COVENANTS
                           SECTION 5.1  Payment of principal of and premium, if any, and interest on Notes.......43
                           SECTION 5.2  Maintenance of office or agency for registration of transfer, exchange
                                          and payment of Notes...................................................43
                           SECTION 5.3  Appointment to fill a vacancy in the office of Trustee...................44
                           SECTION 5.4  Provision as to Paying Agent.............................................44
                           SECTION 5.5  Maintenance of Corporate Existence.......................................45
                           SECTION 5.6  Payment of Taxes and Other Claims........................................45
                           SECTION 5.7  Maintenance of Properties................................................45
                           SECTION 5.8  Insurance................................................................46
                           SECTION 5.9  Limitation on Indebtedness...............................................46
                           SECTION 5.10  Limitation on Restricted Payments.......................................46
                           SECTION 5.11  Restrictions on Preferred Stock of Subsidiaries and Subsidiary
                                           Distributions.........................................................49
                           SECTION 5.12  Limitation on Transactions with Affiliates..............................49
                           SECTION 5.13  Disposition of Proceeds of Asset Sales..................................50
                           SECTION 5.14  Limitation on Liens Securing Subordinated Indebtedness..................54
                           SECTION 5.15  Limitation on Other Senior Subordinated Indebtedness....................55
                           SECTION 5.16  Limitation on Issuance of Guarantees of Subordinated Indebtedness.......55
                           SECTION 5.17  Limitation on Dividends and Other Payment Restrictions Affecting
                                           Subsidiaries..........................................................56
                           SECTION 5.18  Provision of Financial Statements.......................................57
                           SECTION 5.19  Statement by Officers as to Default.....................................57
                           SECTION 5.20  Waiver of Certain Covenants.............................................57
                           SECTION 5.21  Further assurance.......................................................58
</TABLE>

--------
This Table of Contents is not part of the Indenture.


<PAGE>
<TABLE>
<CAPTION>
                                                                                                              
<S>                        <C>                                                                                 <C>
ARTICLE VI NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
                           SECTION 6.1  Company to furnish Trustee information as to names and addresses of
                                          Noteholders............................................................58
                           SECTION 6.2  Preservation and disclosure of lists.....................................58
                           SECTION 6.3  Reports by the Trustee...................................................60
                           SECTION 6.4  Reports by the Company...................................................61

ARTICLE VII REMEDIES
                           SECTION 7.1  Events of Default........................................................62
                           SECTION 7.2  Acceleration of Maturity; Rescission and Annulment.......................63
                           SECTION 7.3  Collection of Indebtedness and Suits for Enforcement by Trustee..........64
                           SECTION 7.4  Trustee May File Proofs of Claim.........................................65
                           SECTION 7.5  Trustee May Enforce Claims Without Possession of Notes...................66
                           SECTION 7.6  Application of Money Collected...........................................66
                           SECTION 7.7  Limitation on Suits......................................................66
                           SECTION 7.8  Unconditional Right of Holders to Receive Principal, Premium
                                          and Interest...........................................................67
                           SECTION 7.9  Restoration of Rights and Remedies.......................................67
                           SECTION 7.10  Rights and Remedies Cumulative..........................................68
                           SECTION 7.11  Delay or Omission Not Waiver............................................68
                           SECTION 7.12  Control by Holders......................................................68
                           SECTION 7.13  Waiver of Past Defaults.................................................68
                           SECTION 7.14  Undertaking for Costs...................................................69
                           SECTION 7.15  Waiver of Stay, Extension or Usury Laws.................................69

ARTICLE VIII CONCERNING THE TRUSTEE
                           SECTION 8.1  Duties and responsibilities of Trustee...................................69
                           SECTION 8.2  Reliance on document, opinions, etc......................................71
                           SECTION 8.3  No responsibility for recitals, etc......................................72
                           SECTION 8.4  Trustee, Paying Agent or Note Registrar may own Notes....................72
                           SECTION 8.5  Moneys received by Trustee to be held in trust without interest..........73
                           SECTION 8.6  Compensation and expenses of Trustee.....................................73
                           SECTION 8.7  Right of Trustee to rely on Officers' Certificate where no other
                                          evidence specifically prescribed.......................................73
                           SECTION 8.8  Conflicting interest of Trustee..........................................73
                           SECTION 8.9  Requirements for eligibility of Trustee..................................74
                           SECTION 8.10  Resignation or removal of Trustee.......................................74
                           SECTION 8.11  Acceptance by successor to Trustee; notice of succession of a Trustee...75
                           SECTION 8.12  Successor to Trustee by merger, consolidation or succession to business.76
                           SECTION 8.13  Limitations on rights of Trustee as a creditor..........................76
                           SECTION 8.14  Notice of Defaults......................................................77

ARTICLE IX CONCERNING THE NOTEHOLDERS
                           SECTION 9.1  Evidence of action by Noteholders........................................77
                           SECTION 9.2  Proof of execution of instruments and of holding of Notes................77
                           SECTION 9.3  Who may be deemed owners of Note.........................................77
                           SECTION 9.4  Notes owned by Company or controlled by controlling persons disregarded
                                          for certain purposes...................................................78
                           SECTION 9.5  Record date for action by Noteholders....................................78
                           SECTION 9.6  Instruments executed by Noteholders bind future holders..................78

ARTICLE X NOTEHOLDERS MEETINGS
                           SECTION 10.1  Purposes for which meetings may be called...............................79
                           SECTION 10.2  Manner of calling meetings; record date.................................79
                           SECTION 10.3  Call of meeting by Company or Noteholders...............................80
                           SECTION 10.4  Who may attend and vote at meetings.....................................80
                           SECTION 10.5  Manner of voting at meetings and record to be kept......................80
                           SECTION 10.6  Exercise of rights of Trustee and Noteholders not to be hindered or
                                           delayed...............................................................81

ARTICLE XI SUPPLEMENTAL INDENTURES
                           SECTION 11.1  Purposes for which supplemental Indentures may be entered into without
                                           consent of Noteholders................................................81
                           SECTION 11.2  Modification of Indenture with consent of holders of 51 percent in
                                           principal amount of Notes.............................................82
                           SECTION 11.3  Effect of supplemental indentures.......................................83
                           SECTION 11.4  Conformity with Trust Indenture Act.....................................84
                           SECTION 11.5  Notes may bear notation of changes by supplemental indentures...........84
                           SECTION 11.6  Officers' Certificate and Opinion of Counsel............................84
                           SECTION 11.7  Modification of Indenture with consent of holders of Senior
                                           Indebtedness..........................................................84

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

<S>                        <C>                                                                                  <C>
ARTICLE XII CONSOLIDATION, MERGER AND SALE
                           SECTION 12.1  Merger and Sale of Assets, etc..........................................85
                           SECTION 12.2  Successor Substituted...................................................87
                           SECTION 12.3  Opinion of Counsel......................................................87

ARTICLE XIII SATISFACTION AND DISCHARGE OF INDENTURE;UNCLAIMED MONEYS
                           SECTION 13.1  Legal Defeasance and Covenant Defeasance of the Notes...................87
                           SECTION 13.2  Termination of Obligations upon Cancellation of the Notes...............90
                           SECTION 13.3  Survival of Certain Obligations.........................................90
                           SECTION 13.4  Acknowledgment of Discharge by Trustee..................................91
                           SECTION 13.5  Application of Trust Assets.............................................91
                           SECTION 13.6  Repayment to the Company; Unclaimed Money...............................91
                           SECTION 13.7  Reinstatement...........................................................91

ARTICLE XIV IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
                           SECTION 14.1  Incorporators, stockholders, officers and directors of Company or any
                                           Guarantor (other than the Company) exempt from individual liability...92

ARTICLE XV MISCELLANEOUS PROVISIONS
                           SECTION 15.1  Successors and assigns of Company bound by Indenture....................93
                           SECTION 15.2  Acts of board, committee or officer of successor corporation valid......93
                           SECTION 15.3  Required notices or demand may be served by mail; waiver................93
                           SECTION 15.4  Indenture and Notes to be construed in accordance with the laws of the
                                           State of New York.....................................................94
                           SECTION 15.5  Evidence of compliance with conditions precedent........................94
                           SECTION 15.6  Payments due on Saturdays, Sundays and holidays.........................95
                           SECTION 15.7  Provisions required by Trust Indenture Act to control...................95
                           SECTION 15.8  Provisions of this Indenture and Notes for the sole benefit of the
                                           parties and the Noteholders...........................................95
                           SECTION 15.9  Severability............................................................95
                           SECTION 15.10  Indenture may be executed in counterparts; acceptance by Trustee.......95
                           SECTION 15.11  Article and Section headings...........................................95

</TABLE>



<PAGE>










EXHIBIT A-1  FORM OF INITIAL NOTE............................................A-1
EXHIBIT A-2  FORM OF EXCHANGE NOTE...........................................A-2
EXHIBIT B    FORM OF LEGEND..................................................B-1
EXHIBIT C    FORM OF CERTIFICATE.............................................C-1