<PAGE>

                                                                  EXECUTION COPY


                      MARINER HEALTH CARE, INC., as Issuer,

               THE GUARANTORS (as defined herein), as Guarantors,

                        THE BANK OF NEW YORK, as Trustee

                                    INDENTURE

                            Dated as of May 13, 2002

                                  $150,000,000

                     Second Priority Secured Notes due 2009
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>      <C>                                                                                                    <C>
ARTICLE 1 Definitions and Incorporation By Reference..............................................................1

         SECTION 1.1.    Definitions..............................................................................1
         SECTION 1.2.    Other Definitions.......................................................................25
         SECTION 1.3.    Incorporation by Reference of Trust Indenture Act.......................................25
         SECTION 1.4.    Rules of Construction...................................................................25

ARTICLE 2 The Senior Notes.......................................................................................26

         SECTION 2.1.    Dating; Incorporation of Form in Indenture..............................................26
         SECTION 2.2.    Execution and Authentication............................................................26
         SECTION 2.3.    Agents..................................................................................27
         SECTION 2.4.    Paying Agent to Hold Money in Trust.....................................................27
         SECTION 2.5.    Noteholder Lists........................................................................28
         SECTION 2.6.    Transfer and Exchange...................................................................28
         SECTION 2.7.    Replacement Senior Notes................................................................29
         SECTION 2.8.    Outstanding Senior Notes................................................................29
         SECTION 2.9.    Temporary Senior Notes..................................................................29
         SECTION 2.10.    Cancellation...........................................................................29
         SECTION 2.11.    Defaulted Interest.....................................................................30
         SECTION 2.12.    Deposit of Moneys......................................................................30
         SECTION 2.13.    CUSIP Number...........................................................................30
         SECTION 2.14.    Payments to Holders....................................................................30
         SECTION 2.15.    Book-Entry Provisions for Global Notes.................................................31
         SECTION 2.16.    Record Date............................................................................32

ARTICLE 3 Redemption.............................................................................................32

         SECTION 3.1.    Notices to Trustee......................................................................32
         SECTION 3.2.    Selection by Trustee of Senior Notes to Be Redeemed.....................................32
         SECTION 3.3.    Notice of Redemption....................................................................33
         SECTION 3.4.    Effect of Notice of Redemption..........................................................34
         SECTION 3.5.    Deposit of Redemption Price.............................................................34
         SECTION 3.6.    Senior Notes Redeemed in Part...........................................................34
         SECTION 3.7.    Optional Redemption.....................................................................34

ARTICLE 4 Covenants..............................................................................................34

         SECTION 4.1.    Payment of Senior Notes.................................................................34
         SECTION 4.2.    Reports.................................................................................35
         SECTION 4.3.    Waiver of Stay, Extension or Usury Laws.................................................35
         SECTION 4.4.    Compliance Certificate..................................................................35
         SECTION 4.5.    Taxes ..................................................................................36
</TABLE>


                                       i

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<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>      <C>                                                                                                    <C>
         SECTION 4.6.    Limitation on Additional Indebtedness...................................................36
         SECTION 4.7.    Limitation on Restricted Payments.......................................................38
         SECTION 4.8.    Limitation on Certain Asset Sales.......................................................39
         SECTION 4.9.    Limitation on Transactions with Affiliates..............................................42
         SECTION 4.10.    Limitations on Liens...................................................................43
         SECTION 4.11.    Limitations on Investments.............................................................43
         SECTION 4.12.    Future Subsidiary Guarantors...........................................................43
         SECTION 4.13.    Designation of Subsidiaries and Unrestricted Subsidiaries..............................43
         SECTION 4.14.    Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries..........44
         SECTION 4.15.    Restriction on Sale and Issuance of Certain Subsidiary Equity Interests................45
         SECTION 4.16.    Limitation on Sale and Lease-Back Transactions.........................................45
         SECTION 4.17.    Line of Business.......................................................................46
         SECTION 4.18.    Limitation on Status as Investment Company.............................................46
         SECTION 4.19.    Corporate Existence....................................................................46
         SECTION 4.20.    Maintenance of Office or Agency........................................................46
         SECTION 4.21.    Maintenance of Insurance; Books and Records; Compliance with Laws......................47
         SECTION 4.22.    Further Assurances to the Trustee......................................................47
         SECTION 4.23.    Collateral Documents...................................................................47
         SECTION 4.24.    Subsidiary Guarantees..................................................................48

ARTICLE 5 Successor Corporation..................................................................................48

         SECTION 5.1.    Merger, Consolidation or Sale of Assets.................................................48
         SECTION 5.2.    Successor Person Substituted............................................................49

ARTICLE 6 Defaults and Remedies..................................................................................49

         SECTION 6.1.    Events of Default.......................................................................49
         SECTION 6.2.    Acceleration............................................................................50
         SECTION 6.3.    Other Remedies..........................................................................51
         SECTION 6.4.    Waiver of Defaults and Events of Default................................................51
         SECTION 6.5.    Control by Majority.....................................................................51
         SECTION 6.6.    Limitation on Suits.....................................................................52
         SECTION 6.7.    Rights of Holders to Receive Payment....................................................52
         SECTION 6.8.    Collection Suit by Trustee..............................................................52
         SECTION 6.9.    Trustee May File Proofs of Claim........................................................53
         SECTION 6.10.    Priorities.............................................................................53
         SECTION 6.11.    Undertaking for Costs..................................................................53
         SECTION 6.12.    Restoration of Rights and Remedies.....................................................54
         SECTION 6.13.    Delay or Omission Not Waiver...........................................................54

ARTICLE 7 Trustee ...............................................................................................54

         SECTION 7.1.    Duties of Trustee.......................................................................54
</TABLE>


                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>      <C>                                                                                                    <C>
         SECTION 7.2.    Rights of Trustee.......................................................................55
         SECTION 7.3.    Individual Rights of Trustee............................................................56
         SECTION 7.4.    Trustee's Disclaimer....................................................................56
         SECTION 7.5.    Notice of Defaults......................................................................56
         SECTION 7.6.    Reports by Trustee to Holders...........................................................57
         SECTION 7.7.    Compensation and Indemnity..............................................................57
         SECTION 7.8.    Replacement of Trustee..................................................................58
         SECTION 7.9.    Successor Trustee by Consolidation, Merger or Conversion................................59
         SECTION 7.10.    Eligibility; Disqualification..........................................................59
         SECTION 7.11.    Preferential Collection of Claims Against Company......................................59
         SECTION 7.12.    Paying Agents..........................................................................59
         SECTION 7.13.    Co-Trustee and Separate Trustees.......................................................59

ARTICLE 8 Amendments, Supplements and Waivers....................................................................61

         SECTION 8.1.    Without Consent of Holders..............................................................61
         SECTION 8.2.    With Consent of Holders.................................................................62
         SECTION 8.3.    Compliance with Trust Indenture Act.....................................................63
         SECTION 8.4.    Revocation and Effect of Consents.......................................................63
         SECTION 8.5.    Notation on or Exchange of Senior Notes.................................................63
         SECTION 8.6.    Trustee to Sign Amendments, etc.........................................................64

ARTICLE 9 Discharge Of Indenture; Defeasance.....................................................................64

         SECTION 9.1.    Discharge of Indenture..................................................................64
         SECTION 9.2.    Legal Defeasance........................................................................64
         SECTION 9.3.    Covenant Defeasance.....................................................................65
         SECTION 9.4.    Conditions to Legal Defeasance or Covenant Defeasance...................................65
         SECTION 9.5.    Deposited Money and U.S. Government Obligations to Be Held in
                           Trust; Other Miscellaneous Provisions ................................................66
         SECTION 9.6.    Reinstatement...........................................................................67
         SECTION 9.7.    Moneys Held by Paying Agent.............................................................67
         SECTION 9.8.    Moneys Held by Trustee..................................................................67
         SECTION 9.9.    Senior Note Collateral..................................................................68

ARTICLE 10 Collateral And Security...............................................................................68

         SECTION 10.1.    Security...............................................................................68
         SECTION 10.2.    Certificates, Opinions and Recording...................................................69
         SECTION 10.3.    Release of Collateral..................................................................70
         SECTION 10.4.    Protection of the Trust Estate.........................................................72
         SECTION 10.5.    Certificates of the Company............................................................72
         SECTION 10.6.    Certificates of the Trustee............................................................72
         SECTION 10.7.    Authorization of Actions to be Taken by the Trustee Under the Collateral Documents.....72
         SECTION 10.8.    Authorization of Receipt of Funds by the Trustee Under the Collateral Documents........73
</TABLE>


                                      iii
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>      <C>                                                                                                    <C>
         SECTION 10.9.    Termination of Security Interest.......................................................73
         SECTION 10.10.    Cooperation of Trustee................................................................73
         SECTION 10.11.    Collateral Agent......................................................................74
         SECTION 10.12.    Intercreditor Agreement...............................................................74
         SECTION 10.13.    Agents Under Collateral Documents.....................................................74

ARTICLE 11 Guarantee of Senior Notes.............................................................................75

         SECTION 11.1.    Guarantee..............................................................................75
         SECTION 11.2.    Execution and Delivery of Guarantees...................................................76
         SECTION 11.3.    Limitation of Guarantee................................................................76
         SECTION 11.4.    Release of Guarantor...................................................................76
         SECTION 11.5.    Additional Guarantors..................................................................77

ARTICLE 12 Miscellaneous.........................................................................................77

         SECTION 12.1.    Trust Indenture Act Controls...........................................................77
         SECTION 12.2.    Notices................................................................................77
         SECTION 12.3.    Communications by Holders with Other Holders...........................................78
         SECTION 12.4.    Certificate and Opinion as to Conditions Precedent.....................................78
         SECTION 12.5.    Statements Required in Certificate and Opinion.........................................79
         SECTION 12.6.    When Treasury Senior Notes Disregarded.................................................79
         SECTION 12.7.    Rules by Trustee and Agents............................................................79
         SECTION 12.8.    Business Days; Legal Holidays..........................................................79
         SECTION 12.9.    GOVERNING LAW..........................................................................79
         SECTION 12.10.    No Adverse Interpretation of Other Agreements.........................................80
         SECTION 12.11.    No Recourse Against Others............................................................80
         SECTION 12.12.    Successors............................................................................80
         SECTION 12.13.    Multiple Counterparts.................................................................80
         SECTION 12.14.    Table of Contents, Headings, etc......................................................80
         SECTION 12.15.    Separability..........................................................................81
</TABLE>


         EXHIBITS

         Exhibit A         Form of Guarantee Notation
         Exhibit B         Form of Senior Note
         Exhibit C         Form of Global Note Legend
         Exhibit D         Form of Supplemental Indenture


                                       iv
<PAGE>

  SCHEDULES

  Schedule 1       List of Guarantors
  Schedule 1.1A    Potential Transfers to Prepetition Creditors
  Schedule 1.1B    Consolidated Cash Flow Available for Fixed Charges
  Schedule 1.1C    Designated Mortgages
  Schedule 1.1D    Sellco Assets
  Schedule 1.1E    Certain Unrestricted Subsidiaries
  Schedule 4.6     Certain Indebtedness
  Schedule 4.9     Certain Affiliate Transactions
  Schedule 4.14    Certain Limitations on Subsidiary Dividends and Payments


                                       v
<PAGE>

                      Reconciliation and Tie between Trust
                   Indenture Act of 1939 and Indenture, dated
                               as of May 13, 2002

<TABLE>
<CAPTION>
TRUST INDENTURE                                                                                          INDENTURE
ACT SECTION                                                                                                SECTION
<S>                                                                                                 <C>
Section 310(a)(1)............................................................................                 7.10
           (a)(2)............................................................................                 7.10
           (a)(3)............................................................................                 7.13
           (a)(4)............................................................................                 N.A.
           (b)...............................................................................            7.8; 7.10
           (b)(1)............................................................................                 7.10
           (c)...............................................................................                 N.A.
Section 311(a)...............................................................................                 7.11
           (b)...............................................................................                 7.11
           (c)...............................................................................                 N.A.
Section 312(a)...............................................................................                  2.5
           (b)...............................................................................                 12.3
           (c)...............................................................................                 12.3
Section 313(a)...............................................................................                  7.6
           (b)...............................................................................                 10.3
           (b)(1)............................................................................                 10.2
           (b)(2)............................................................................            10.2; 7.6
           (c)...............................................................................                  7.6
           (d)...............................................................................                  7.6
Section 314(a)...............................................................................       4.2; 4.4; 12.5
           (a)(4)............................................................................                 10.2
           (b)...............................................................................                 10.2
           (c)...............................................................................                 12.4
           (c)(1)............................................................................           12.4; 12.5
           (c)(2)............................................................................           12.4; 12.5
           (c)(3)............................................................................           12.4; 12.5
           (d)...............................................................................                 10.2
           (e)...............................................................................           10.2; 12.5
           (f)...............................................................................                 N.A.
Section 315(a)...............................................................................             7.1; 7.2
           (b)...............................................................................                  7.5
           (c)...............................................................................                  7.1
           (d)...............................................................................        6.5; 7.1; 7.2
           (e)...............................................................................                 6.11
Section 316(a)(last sentence)................................................................                 12.6
           (a)(1)(A).........................................................................                  6.5
           (a)(1)(B).........................................................................                  6.4
           (a)(2)............................................................................                 N.A.
           (b)...............................................................................             6.7; 8.4
           (c)...............................................................................            8.4; 2.16
</TABLE>


                                       vi
<PAGE>

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

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

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


                                       vii
<PAGE>

         THIS INDENTURE is dated as of May 13, 2002 (the "Effective Date"),
among MARINER HEALTH CARE, INC., a Delaware corporation formerly known as
Mariner Post-Acute Network, Inc., as Issuer (the "Company"), the GUARANTORS
listed on Schedule 1 hereto and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the "Trustee").

         The Company and the Guarantors have duly authorized the execution and
delivery of this Indenture to provide for the issuance of the Second Priority
Secured Notes due 2009 to be issued as provided for in this Indenture.

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders (as hereinafter defined) of the
Second Priority Secured Notes due 2009, which are unconditionally guaranteed by
the Guarantors.

                                   ARTICLE 1

                   Definitions and Incorporation By Reference

         SECTION 1.1. Definitions. All terms defined in the Plan of
Reorganization shall have such defined meanings when used herein or in any
Exhibit hereto unless otherwise defined herein or therein. As used in this
Agreement, the following terms shall have the following meanings:

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

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

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

         "Administrative Agent" means UBS AG, Stamford Branch, as Administrative
Agent for the holders of the Senior Indebtedness under the Credit Agreement,
together with any successor Administrative Agent appointed pursuant thereto.

         "Affiliate" of any specified Person means any other Person which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with

<PAGE>
                                                                               2


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

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

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

         "Approved Captive Insurance Subsidiary" means any captive insurance
subsidiary formed by the Company that shall have been approved as an Approved
Captive Insurance Subsidiary pursuant to the terms of the Credit Agreement and
as to which the Company shall have provided evidence reasonably satisfactory to
the Trustee demonstrating such approval pursuant to the terms of the Credit
Agreement.

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

         "Asset Sale" means the direct or indirect sale, transfer, issuance,
conveyance, lease, sub-lease (as lessor or sublessor) (other than operating
leases entered into in the ordinary course of business pursuant to ordinary
business terms, it being understood that the lease of a healthcare facility
shall not be considered to be in the ordinary course but that leases of portions
of a healthcare facility to service providers shall be considered to be in the
ordinary course), assignment or other disposition (including, without
limitation, by Condemnation) and any merger or consolidation of any Subsidiary
of the Company with or into another Person (other than the Company or any
Wholly-Owned Subsidiary of the Company) in any single transaction or series of
related transactions (separate Condemnation proceedings to each be considered a
single transaction but not to be considered together as a series of related
transactions) involving property or assets with a fair market value less than $1
million of (a) any Equity Interest in any Subsidiary, (b) real property owned by
the Company or any Subsidiary thereof, or a division, line of business or
healthcare facility or comparable business segment of the Company or any
Subsidiary thereof or (c) other property, assets or rights (including, without
limitation, leasehold rights) of the Company, any Subsidiary thereof or any
division, line of business or healthcare facility of the Company or any
Subsidiary thereof; provided, however, that Asset Sales shall not include (i)
sales, issuances, leases, conveyances, transfers, assignments or other
dispositions to the Company or to a Subsidiary thereof or to any other Person if
after giving effect to such sale, issuance, lease, conveyance, transfer,
assignment or other disposition such other Person becomes a Wholly-Owned
Subsidiary of the Company, (ii) transactions complying with Section 5.1, (iii)
sales, transfers, issuances, conveyances, leases, assignments or other
dispositions to the
<PAGE>
                                                                               3


Company or any Wholly-Owned Subsidiary of the Company, (iv) sales, leases,
conveyances transfers or other dispositions of obsolete, worn out or surplus
property, (v) sub-leases of any non-performing or under-performing Health Care
Facility, or any Health Care Facility located in a non-core market, on
arms-length commercial terms at fair market value (giving due regard to the
value of divesting an unprofitable Health Care Facility), and in any event for
aggregate consideration (excluding periodic rental payments, percentage rent and
other customary payments under the sub-lease characterized as "additional rents"
or security deposits, but including any other lump sum payments) since the date
hereof of less than $1 million, (vi) sales, leases, conveyances, transfers or
other dispositions with a fair market value less than $2.5 million in the
aggregate during any Fiscal Year, (vii) the surrender, assignment, sub-lease,
transfer or conveyance of any assets or properties identified on Schedule 1.1A
to this Indenture to the relevant prepetition creditor identified on such
Schedule (or their successor, assign or designee) in the Cases as contemplated
in the Plan of Reorganization, (vii) cancellations, terminations or surrenders
by the Company or any Guarantor of any lease, other than a Material Lease and
(viii) sales or other dispositions of assets listed on Schedule 1.1D.

         "Asset Sale Proceeds" means, with respect to any Asset Sale, (i) cash
or Temporary Cash Investments received by the Company or any Subsidiary thereof
from such Asset Sale, after (a) provision for all income or other taxes measured
by or resulting from such Asset Sale, (b) payment of all brokerage commissions,
underwriting and other fees and expenses related to such Asset Sale, (c)
provision for minority interest holders in any Subsidiary as a result of such
Asset Sale, (d) payments made to retire Indebtedness secured by the assets
subject to such Asset Sale, (e) payments made to the Trustee, the Collateral
Agent and the Administrative Agent under the Intercreditor Agreement and (f)
deduction of appropriate amounts to be provided by the Company or a Subsidiary
thereof as a reserve, in accordance with GAAP, against any liabilities
associated with the assets sold or disposed of in such Asset Sale and retained
by the Company or a Subsidiary thereof after such Asset Sale, including, without
limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with the assets sold or disposed of in such Asset Sale,
and (ii) promissory notes and other non-cash consideration received by the
Company or any Subsidiary thereof from such Asset Sale or other disposition upon
the liquidation or conversion of such notes or non-cash consideration into cash.

         "Attributable Indebtedness" when used with respect to any Sale and
Lease-Back Transaction means, as at the time of determination, the present value
(discounted at a rate equivalent to the interest rate implicit in the lease,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments (after excluding all amounts required to be paid on account of
maintenance and repairs, insurance, taxes, utilities and other similar expenses
payable by the lessee pursuant to the terms of the lease) during the remaining
term of the lease included in any such Sale and Lease-Back Transaction or until
the earliest date on which the lessee may terminate such lease without penalty
or upon payment of a penalty (in which case the rental payments shall include
such penalty); provided, that the Attributable Indebtedness with respect to a
Sale and Lease-Back Transaction shall be no less than the fair market value (as
determined reasonably and in good faith by the Board of Directors of the Person
incurring the Attributable Indebtedness) of the property subject to such Sale
and Lease-Back Transaction.
<PAGE>
                                                                               4


         "Bankruptcy Court" means, in the case of the Company and its
Wholly-Owned Debtor Subsidiaries, the United States Bankruptcy Court for the
District of Delaware, in which the Cases were filed.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or
state law for the relief of debtors as in effect from time to time.

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

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

         "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation),
including, without limitation, partnership interests and membership interests,
and any and all warrants, rights or options to purchase or other arrangements or
rights to acquire any of the foregoing.

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

         "Cases" means, collectively, the cases under chapter 11 of the United
States Bankruptcy Code commenced by the Company and substantially all of its
Subsidiaries, and by Mariner Health Group, Inc. and substantially all of its
Wholly-Owned Subsidiaries, in the Bankruptcy Court on January 18, 2000.

         "Cash" means money, currency or a credit balance in any demand or
Deposit Account.

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

         "Collateral" means, collectively, all the real, personal and mixed
property (including Capital Stock) in which Liens are purported to be granted
pursuant to the Collateral Documents as security for the Senior Note
Obligations.

         "Collateral Agent" means Residential Funding Corporation dba GMAC-RFC
Health Capital, as joint collateral agent under the Credit Agreement, the
Intercreditor Agreement and the Pledge Agreement, and its successors, in such
capacity appointed in accordance with the terms of the Intercreditor Agreement.

         "Collateral Documents" means the Pledge Agreement, the Mortgages, the
Landlord Consent and Estoppel Agreements, if any, and all other instruments,
documents and agreements
<PAGE>
                                                                               5


delivered by any of the Company and a Guarantor pursuant to the Credit
Agreement, this Indenture, any of the other Senior Note Documents or the
Intercreditor Agreement in order to grant to the Collateral Agent, for the
benefit of Holders, a Lien on any real, personal or mixed property of the
Company or a Guarantor, as applicable, as security for the Senior Note
Obligations.

         "Collateral Monitoring Agent" means General Electric Capital
Corporation, as Collateral Monitoring Agent for the holders of the Senior
Indebtedness under the Credit Agreement, together with any successor Collateral
Monitoring Agent appointed thereto.

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

         "Company Request" means any written request signed in the name of the
Company by any two of the following: the Chief Executive Officer; the President;
any Vice President; the Chief Financial Officer; the Treasurer; or the Secretary
or any Assistant Secretary (but not both the Secretary and any Assistant
Secretary) of the Company.

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

         "Condemnation Proceeds" means any awards, proceeds, payment or other
compensation arising out of a Condemnation less any and all payments made to the
Trustee, the Collateral Agent and the Administrative Agent under the Collateral
Documents and the Intercreditor Agreement.

         "Consolidated Cash Flow Available for Fixed Charges" means, with
respect to any Person for any period, on a consolidated basis in accordance with
GAAP, the sum of, without duplication, the amounts for such period, taken as a
single accounting period, of (A) (i) Consolidated Net Income, (ii) Consolidated
Non-Cash Charges, (iii) Consolidated Interest Expense, (iv) Consolidated Income
Tax Expense, (v) (for any period ending on or prior to December 31, 2002 only)
to the extent deducted in determining Consolidated Net Income, any non-recurring
charge or restructuring charge in connection with the implementation of the Plan
of Reorganization and (vi) one-third of Consolidated Rental Payments, less (B)
any non-Cash items increasing Consolidated Net Income for such period (excluding
any such non-Cash item to the extent it represents the reversal of an accrual or
reserve for potential Cash item in any prior period); provided, however, that
for the purposes of this definition, Consolidated Cash Flow Available for Fixed
Charges will be the amounts set forth on Schedule 1.1B to this Indenture for the
periods set forth on Schedule 1.1B to this Indenture.

         "Consolidated Fixed Charge Coverage Ratio" means with respect to any
Person, the ratio of the aggregate amount of Consolidated Cash Flow Available
for Fixed Charges of such Person for the four full fiscal quarters immediately
preceding the date of the transaction (the "Transaction Date") giving rise to
the need to calculate the Consolidated Fixed Charge Coverage
<PAGE>
                                                                               6


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

         "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum of, without duplication, the amounts for such period of (i)
Consolidated Interest Expense, (ii) the product of (a) the aggregate amount of
dividends and other distributions paid in cash during such period in respect of
Disqualified Equity Interests of such Person and its Subsidiaries on a
consolidated basis and (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory income tax rate of such Person, expressed as a decimal and (iii)
one-third of Consolidated Rental Payments.

         "Consolidated Income Tax Expense" means, with respect to any Person for
any period, the provision for federal, state, local and foreign income taxes of
such Person and its Subsidiaries for each period as determined on a consolidated
basis in accordance with GAAP.
<PAGE>
                                                                               7


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

         "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and its Subsidiaries for
such period, on a consolidated basis, determined in accordance with GAAP, plus
the amount of any dividends or distributions received by such Person from
Unrestricted Subsidiaries; provided, however, that (a) the Net Income of any
Person (the "other Person") in which the Person in question or any of its
Subsidiaries has less than a 100% interest (which interest does not cause the
net income of such other Person to be consolidated into the net income of the
Person in question in accordance with GAAP) shall be included only to the extent
of the amount of dividends or distributions paid to the Person in question or
its Subsidiaries, (b) the Net Income of any Subsidiary of the Person in question
that is incorporated in a jurisdiction other than the United States, or a state
or territory thereof, shall be included only to the extent of the amount of
dividends or distributions paid to the Person in question or its Subsidiaries,
(c) the Net Income of any Subsidiary of the Person in question that is subject
to any restriction or limitation (whether by terms of its charter, agreement or
applicable law) on the payment of dividends or the making of other distributions
shall be excluded to the extent such restriction or limitation would prevent
such Subsidiary from being able to pay dividends or make other distributions out
of its Net Income, (d)(i) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition and
(ii) any net gain or loss resulting from an Asset Sale by the Person in question
or any of its Subsidiaries other than in the ordinary course of business shall
be excluded, (e) extraordinary gains and losses (including any related tax
effects) shall be excluded, (f) the cumulative effect of changes in accounting
principles shall be excluded and (g) for any period ending on or prior to
December 31, 2002, the net income (or loss) of the Sellco Assets.

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

         "Consolidated Non-cash Charges" means, with respect to any Person for
any period, the aggregate depreciation, amortization and other non-cash expenses
of such Person and its Subsidiaries reducing Consolidated Net Income of such
Person and its Subsidiaries for such period, determined on a consolidated basis
in accordance with GAAP (excluding any such
<PAGE>
                                                                               8


charges constituting an extraordinary item or loss or any such charge which
required an accrual of or a reserve for cash charges for any future period).

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

         "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.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the dated hereof is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice by notice to the Holders and the Company).

         "Credit Agreement" means that certain Credit and Guaranty Agreement
dated May 13, 2002 by and among the Company, the Guarantors, the lenders party
thereto, Goldman Sachs Credit Partners L.P., and UBS Warburg LLC, as Joint Lead
Arrangers, Goldman Sachs Credit Partners L.P. as Syndication Agent, General
Electric Capital Corporation as Collateral Monitoring Agent and Documentation
Agent, UBS AG, Stamford Branch, as Administrative Agent, and, for certain
limited purposes, Residential Funding Corporation dba GMAC-RFC Health Capital,
as Joint Collateral Agent, and their respective successors and assigns, as
amended, amended and restated or otherwise modified from time to time.

         "Credit Facility" means (i) the Credit Agreement; (ii) any and all
agreements, instruments and documents executed or delivered pursuant to or in
connection with such Credit Agreement; and (iii) any and all credit agreements,
loan agreements, note purchase agreements, indentures or other agreements,
documents or instruments refinancing, refunding or otherwise replacing, in
<PAGE>
                                                                               9


whole or in part, the Credit Agreement or any other agreement deemed a Credit
Facility under clause (ii) hereof, whether or not with the same agent, trustee,
representative, lenders or holders, regardless of whether the 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,
refinancing and replacements of any Credit Facility, in whole or in part,
including any agreement (w) extending the maturity of any Indebtedness incurred
thereunder or contemplated thereby, (x) adding or deleting borrowers or
guarantors thereunder, provided that the addition of such borrower or guarantor
would not be prohibited by this Indenture, (y) increasing the amount for
Indebtedness incurred thereunder or available to be borrowed thereunder,
provided such increase is permitted to be incurred under this Indenture, or (z)
otherwise altering the terms and conditions thereof in a manner not prohibited
by this Indenture.

         "Currency Agreement" means in respect of a Person any foreign exchange
contract, currency swap agreement or other similar agreement designed to protect
such Person against fluctuations in currency values and not for the purpose of
speculation.

         "Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law.

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

         "Deposit Account" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

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

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

         "Designated Mortgages" means the Mortgages on the facilities of the
Company described on Schedule 1.1C to this Indenture.

         "Designated Noncash Consideration" means the fair market value of
noncash consideration received by the Company or one of its Subsidiaries in
connection with an Asset Sale, including the cancellation of any Indebtedness,
that is so designated as Designated Noncash Consideration pursuant to an
Officers' Certificate, setting forth the basis of such valuation, or, in the
case of the cancellation of any Indebtedness, the principal amount of such
cancelled Indebtedness, executed by an Officer of the Company.

<PAGE>
                                                                              10


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

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

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

         "Fair market value" or "fair value" means, with respect to any assets
or property, the price which could be negotiated in an arm's-length free market
transaction, for cash, between a willing seller and a fully informed, willing
and able buyer, neither of whom is under undue pressure or compulsion to
complete the transaction, all as reasonably determined by a majority of the
Board of Directors acting in good faith, such determination to be evidenced by a
Board Resolution delivered to the Trustee.

         "Final Decree" means with respect to the Company and the Guarantors
which on the Issue Date are the subject of the Cases, an order entered in the
Cases by the Bankruptcy Court closing the Cases.

         "Fiscal Quarter" means a fiscal quarter of any Fiscal Year.

         "Fiscal Year" means the fiscal year of Company and its Subsidiaries
ending on December 31 of each calendar year.

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

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

         "Global Note Legend" means the legend set forth in Exhibit C, which is
required to be placed on all Global Notes issued under this Indenture.

         "Guarantee" means, as the context may require, individually, a
guarantee, or collectively, any and all guarantees, of the Obligations of the
Company with respect to the Senior Notes by

<PAGE>
                                                                              11


each Guarantor pursuant to the terms of Article 11 hereof, substantially in the
form set forth as part of Exhibit A.

         "Guarantor" means all Subsidiaries of the Company that guarantee any of
its obligations under or related to the Credit Agreement and shall also include
any other Subsidiary that subsequently guarantees the Senior Notes pursuant to
Section 4.24.

         "Health Care Facility" means any facility owned, leased, operated or
managed by the Company which provides any level of geriatric care, home care,
medical care (including, without limitation, sub-acute care), assisted living or
rehabilitative services, whether licensed as a skilled nursing facility,
intermediate care facility, personal care facility, out-patient clinic or
hospital (including, without limitation, any long-term acute care hospital) or
any products or services reasonably related thereto.

         "Healthcare Related Business" means any business conducted by the
Company and its Subsidiaries as providers of post-acute health care services as
of the Issue Date and any and all healthcare service businesses that are related
thereto including the following principal areas: (a) inpatient services at
skilled nursing and assisted living facilities, (b) long-term acute-care
hospitals, (c) pharmaceutical product distribution and services businesses
acquired as part of any other Healthcare Related Business; provided, however,
that such pharmaceutical product distribution and services businesses shall not
constitute the primary business of the acquired Heathcare Related Business and
(d) any other business determined by the Company's Board of Directors, in good
faith, to be reasonably related to the foregoing.

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

         "incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, guarantee or otherwise become, directly or indirectly, liable in respect
of such Indebtedness or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Indebtedness or other obligation on the
balance sheet of such Person (and "incurrence," "incurred," "incurable," and
"incurring" shall have meanings correlative to the foregoing). Any Indebtedness
or Equity Interests of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be
deemed to be incurred by such Person at the time it becomes a Subsidiary.
Indebtedness consisting of reimbursement obligations in respect of a letter of
credit will be deemed to be incurred when the letter of credit is issued or
renewed.

         "Indebtedness" means (without duplication), with respect to any Person,
(i) any indebtedness at any time outstanding, secured or unsecured, contingent
or otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding, without limitation, any balances that constitute accounts
payable or trade payables) if and to the extent any of the foregoing
indebtedness would appear as a liability on a balance sheet of such Person
prepared in accordance with GAAP, (ii) any Capitalized Lease Obligations, (iii)
obligations secured by a Lien to which the property or assets owned or held by
such Person is

<PAGE>
                                                                              12


subject, whether or not the obligation or obligations secured thereby shall have
been assumed, (iv) all Indebtedness of others of the type described in the other
clauses of this definition (including all dividends of other Persons) the
payment of which is guaranteed, directly or indirectly, by such Person or that
is otherwise its legal liability or which such Person has agreed to purchase or
repurchase or in respect of which such Person has agreed contingently to supply
or advance funds (whether or not such items would appear upon the balance sheet
of the guarantor), (v) all obligations for the reimbursement of any obligor on
any letter of credit, banker's acceptance or similar credit transaction, (vi)
Disqualified Equity Interests, (vii) obligations of any such Person under any
Interest Rate Agreement applicable to any of the foregoing and (viii)
Attributable Indebtedness. The amount of Indebtedness of any Person at any date
shall be the outstanding balance at such date of all unconditional obligations
as described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation;
provided, however, that (i) the amount outstanding at any time of any
Indebtedness issued with original issue discount is the principal amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with GAAP
and (ii) Indebtedness shall not include any liability for federal, state, local
or other taxes. Notwithstanding any other provision of the foregoing definition,
any trade payable arising from the purchase of goods or materials or for
services obtained in the ordinary course of business shall not be deemed to be
"Indebtedness" of the Company or any Subsidiaries for purposes of this
definition. Furthermore, guarantees of, or obligations with respect to letters
of credit supporting, Indebtedness otherwise included in the determination of
such amount shall not also be included.

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

         "Insurance Proceeds" means any payment, proceeds or other amounts
received at any time under any insurance policy as compensation in respect of a
Casualty, less any and all payments made to the Trustee, the Collateral Agent
and Administrative Agent under the Intercreditor Agreement, provided that
business interruption insurance proceeds shall not constitute Insurance
Proceeds.

         "Intercreditor Agreement" means that certain Intercreditor and
Collateral Agency Agreement dated as of the date hereof by and among the
Company, the Administrative Agent, the Collateral Agent and the Trustee, and
their respective successors, as amended, amended and restated, supplemented or
otherwise modified from time to time.

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

         "Interest Payment Date" means each August 13, November 13, February 13,
and May 13 of each year, commencing August 13, 2002.

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

<PAGE>
                                                                              13


         "Investment" means, with respect to any Person, directly or indirectly,
(i) any advance, account receivable (other than an account receivable arising in
the ordinary course of business, including accounts receivable arising in the
ordinary course of business and acquired as part of the assets acquired by the
Company in connection with an acquisition of assets which is otherwise permitted
by the terms of this Indenture), loan or capital contribution to any other
Person (by means of transfers of property to others, payments for property or
services for the account or use of others or otherwise), (ii) the purchase of
any stock, bonds, notes, debentures, partnership or joint venture interests or
other securities of any other Person, (iii) the acquisition, by purchase or
otherwise, of all or substantially all of the business or stock or other
evidence of beneficial ownership of, any other Person, (iv) the guarantee or
assumption of the Indebtedness of any other Person (except for an assumption of
Indebtedness for which the assuming Person receives consideration with a fair
market value at least equal to the principal amount of the Indebtedness
assumed), (v) the designation of a Subsidiary as an Unrestricted Subsidiary and
(vi) all other items that would be classified as investments on a balance sheet
of such Person prepared in accordance with GAAP. Investments shall exclude
extensions of trade credit on commercially reasonable terms in accordance with
normal trade practices.

         "Issue Date" means the date on which the Senior Notes are issued, which
shall be the effective date of the Plan of Reorganization.

         "Landlord Consent and Estoppel Agreements" means any landlord consent
and estoppel agreement with respect to any leasehold of real property that is
part of the Collateral, in such form as may be approved by the Collateral
Monitoring Agent and the Administrative Agent from time to time.

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

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

         "LTM EBITDA" means as of the date of determination thereof with respect
to any Swapped Asset or any asset exchanged for a Swapped Asset unadjusted
EBITDA for the prior twelve fiscal months calculated solely for such Swapped
Asset or exchanged asset in accordance with GAAP.

         "Material Lease" means any lease agreement with respect to a Health
Care Facility or Health Care Facilities for which either (a) total revenues for
such Health Care Facility or Health Care Facilities for the most recent Fiscal
Quarter or Fiscal Year for which the relevant financial information is available
represent 3% or more of the Consolidated Net Income of the Company

<PAGE>
                                                                              14


during such period or (b) the portion of Consolidated Cash Flow Available for
Fixed Charges contributed by the operation of such Health Care Facility or
Health Care Facilities for the most recent Fiscal Quarter or Fiscal Year for
which the relevant financial information is available represents 3% or more of
Consolidated Cash Flow Available for Fixed Charges during such period.

         "Maturity Date" means May 13, 2009.

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

         "Mortgages" means any Mortgage, security agreement, assignment of rents
and leases and fixture filing, open end mortgage, deed of trust, indemnity deed
of trust or similar or equivalent instrument secured by real property, trust
deed, deed to secure debt, credit line deed of trust or assignment of rents,
purporting to grant a security interest in favor of the Collateral Agent in any
of the Collateral, as such document may be amended, supplemented, or otherwise
modified from time to time.

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

         "Net Investments" means the excess of (i) the aggregate of all
Investments made by the Company or a Subsidiary thereof on or after the Issue
Date (in the case of an Investment made other than in cash, the amount shall be
the fair market value of such Investment) over (ii) the sum of (A) the aggregate
amount returned in cash on such Investments whether through interest payments,
principal payments, dividends or other distributions, (B) the net cash proceeds
received by the Company or such Subsidiary from the disposition of all or any
portion of such Investments (other than to a Subsidiary of the Company), and (C)
the fair market value of any Unrestricted Subsidiary that is redesignated by the
Company as a Subsidiary, as determined in good faith by the Board of Directors
of the Company; provided, however, that with respect to all Investments made in
Unrestricted Subsidiaries, the sum of clauses (A), (B) and (C) above with
respect to such Investments shall not exceed the aggregate amount of all
Investments made in all Unrestricted Subsidiaries.

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

<PAGE>
                                                                              15


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

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

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

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

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

                           (i)      Temporary Cash Investments;

                           (ii)     Investments in the Company or a Subsidiary
                  of the Company;

                           (iii)    Investments in any Person, if (A) as a
                  result of such Investment (1) such Person becomes a
                  Wholly-Owned Subsidiary of the Company or (2) such Person is
                  merged, consolidated or amalgamated with or into, or transfers
                  or conveys substantially all of its assets to, or is
                  liquidated into, the Company or a Wholly-Owned Subsidiary
                  thereof and (B) after giving effect to such Investment the
                  Company is in compliance with Sections 4.17 and 5.1 hereof;

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

                           (v)      Loans and advances to employees of the
                  Company and its Subsidiaries in the ordinary course of
                  business and consistent with the past practice of the Company
                  and its Subsidiaries (including, without limitation, for
                  travel, entertainment and relocation expenses), which loans
                  and advances, in the aggregate do not exceed $1 million at any
                  time outstanding;

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

                           (vii)    An investment that is made by the Company or
                  a Subsidiary thereof in the form of any Equity Interests,
                  Indebtedness or securities that are

<PAGE>
                                                                              16


                  issued by any Person solely as partial consideration for the
                  consummation of an Asset Sale that is otherwise permitted
                  under Section 4.8 hereof;

                           (viii)   Investments in the Senior Notes;

                           (ix)     Investments existing on the Issue Date;

                           (x)      Investments in connection with a Permitted
                  Mortgage Financing;

                           (xi)     Investments provided for in the Plan of
                  Reorganization;

                           (xii)    Investments (i) in any Securities received
                  in satisfaction or partial satisfaction thereof from
                  financially troubled account debtors consistent with the past
                  practices of the Company and its Subsidiaries and (ii)
                  deposits, prepayments and other credits to suppliers made in
                  the ordinary course of business consistent with the past
                  practices of Company and its Subsidiaries;

                           (xiii)   guarantees of Indebtedness of the Company or
                  any of its Subsidiaries issued in accordance with Section 4.6;

                           (xiv)    Investments in Approved Captive Insurance
                  Subsidiaries made in the ordinary course of business
                  consistent with historical practices of the Company in an
                  aggregate amount (i) not in excess of the reserves as shall be
                  required by GAAP and approved by the Company's Board of
                  Directors after taking into account any advice of the
                  Company's actuarial consultants and auditors and, insofar as
                  the same are reasonably ascertainable by the Company from
                  publicly available information, not materially inconsistent
                  with the reserve practices of the Company's competitors in the
                  industry in which it operates, (ii) provided that as of the
                  date of such Investment, no Default or Event of Default shall
                  have occurred and be continuing or would result from the
                  consummation of such Investment, and (iii) the Company shall
                  have provided evidence reasonably satisfactory to the Trustee
                  demonstrating satisfaction of the requirements of this
                  Indenture relating to such Investment; and

                           (xv)     Net Investments in any Person (which for the
                  avoidance of doubt shall include all Investments in the PHCMI
                  Debtors); provided, however, that the aggregate amount of all
                  such Net Investments made pursuant to this clause (xv) shall
                  not exceed $10 million at any one time outstanding.

         "Permitted Liens" means, without duplication,

                           (i)      Liens securing Senior Indebtedness permitted
                  to be incurred under clause (i) of the second paragraph of
                  Section 4.6,

                           (ii)     Liens existing on the Issue Date,

<PAGE>
                                                                              17


                           (iii)    Liens in favor of the Company or any
                  Subsidiary thereof, provided that if such Liens are on any
                  Collateral as defined in the Intercreditor Agreement, that
                  such Liens are either collaterally assigned to the Collateral
                  Agent or the Trustee or subordinated to the Lien in favor of
                  the Collateral Agent securing the Senior Notes,

                           (iv)     Liens on property of a Person existing at
                  the time such Person becomes a Subsidiary of, or is acquired
                  by, merged into or consolidated with the Company or any
                  Subsidiary thereof, or such property is otherwise acquired by
                  the Company or a Subsidiary thereof; provided, however, that
                  such Liens (a) were not created in connection with or in
                  anticipation of such acquisition, merger or consolidation or
                  such Person becoming a Subsidiary and (b) are not applicable
                  to any other property of the Company or any of the other
                  Subsidiaries of the Company,

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

                           (vi)     landlords', carriers', warehousemen's,
                  mechanics', materialmen's, repairmen's or other like Liens
                  arising in the ordinary course of business and with respect to
                  amounts which are not yet delinquent or are being contested in
                  good faith by appropriate proceedings,

                           (vii)    Liens incurred or deposits made in the
                  ordinary course of business (a) to secure the performance of
                  tenders, bids, leases, contracts (other than for the repayment
                  of Indebtedness), statutory obligations and other similar
                  obligations, or arising as a result of progress payments under
                  government contracts, , (b) in connection with workers'
                  compensation, unemployment insurance and other social security
                  legislation, or (c) to secure the performance of surety bonds,
                  and appeal bonds required in connection with judgments that
                  are not paid by an unaffiliated insurance carrier pursuant to
                  any insurance policy maintained by the Company,

                           (viii)   easements, rights-of-way, restrictions,
                  encroachments and other minor defects or irregularities in
                  title, in each case that do not and will not interfere in any
                  material respect with the ordinary conduct of the business of
                  Company or any of its Subsidiaries,

                           (ix)     Liens to secure Purchase Money Indebtedness
                  that is otherwise permitted under this Indenture; provided,
                  however, that (a) any such Lien is solely for the purpose of
                  securing Indebtedness representing, or incurred to finance,
                  refinance or refund, the cost (including sales and excise
                  taxes, installation and delivery charges and other direct
                  costs of, and other direct expenses paid or charged in
                  connection with, such a purchase or construction) of such
                  Property, (b)

<PAGE>
                                                                              18


                  the principal amount of the Indebtedness secured by such Lien
                  does not exceed 100% of such costs, (c) the principal amount
                  of all Purchase Money Indebtedness secured by such Liens does
                  not exceed $25 million at any time, (d) such Lien does not
                  extend to or cover any Property other than such item or items
                  of Property and any improvements on such item(s) and (e) such
                  Lien is granted within 180 days of the incurrence of such
                  Purchase Money Indebtedness,

                           (x)      Liens securing Capitalized Lease Obligations
                  permitted to be incurred under clause (v) of the second
                  paragraph of Section 4.6 hereof; provided, however, that such
                  Lien does not extend to any property other than that subject
                  to the underlying lease,

                           (xi)     Liens pursuant to leases and subleases of
                  real property which do not interfere with the ordinary conduct
                  of the business of the Company or any of its Subsidiaries and
                  which are made on customary and usual terms applicable to
                  similar properties and in the case of any lease of a Health
                  Care Facility do not extend to any property of the Company or
                  a Subsidiary other than the personal property located at such
                  facility,

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

                           (xiii)   Liens securing Acquisition Indebtedness,
                  provided that such Liens do not extend to or cover any
                  property other than the property directly or indirectly
                  acquired with the proceeds of such Acquisition Indebtedness
                  and any improvements thereto (unless such Liens are otherwise
                  Permitted Liens),

                           (xiv)    Liens securing Refinancing Indebtedness;
                  provided, however, that such Liens extend only to the assets
                  securing the Indebtedness being extended, refinanced, renewed
                  or replaced, and such Indebtedness was previously secured by
                  such asset and provided, further, the terms of such Liens are
                  no less favorable to the holders of the Senior Notes than the
                  Liens being extended, refinanced, renewed or replaced,

                           (xv)     Liens securing a Permitted Mortgage
                  Financing permitted to be incurred under clause (v) of the
                  second paragraph of Section 4.6 hereof,

                           (xvi)    Liens in favor of the Trustee or the
                  Collateral Agent for the benefit of, among others, the holders
                  of the Senior Notes,

                           (xvii)   any Lien provided for in the Plan of
                  Reorganization or as part of any settlement or restructuring
                  entered into prior to the Issue Date and approved by the
                  Bankruptcy Court,

                           (xviii)  Liens on accounts receivable or inventory of
                  the Company or any Subsidiary;

<PAGE>
                                                                              19


                           (xix)    Liens solely on any cash earnest money
                  deposits made by the Company or any of its Subsidiaries in
                  connection with any letter of intent or purchase agreement
                  permitted hereunder;

                           (xx)     purported Liens evidenced by the filing of
                  precautionary UCC financing statements relating solely to
                  operating leases of personal property entered into in the
                  ordinary course of business;

                           (xxi)    Liens in favor of customs and revenue
                  authorities arising as a matter of law to secure payment of
                  customs duties in connection with the importation of goods;

                           (xxii)   any zoning or similar law or right reserved
                  to or vested in any governmental office or agency to control
                  or regulate the use of any real property;

                           (xxiii)  licenses of patents, trademarks and other
                  intellectual property rights granted by the Company or any of
                  its Subsidiaries in the ordinary course of business and not
                  interfering in any material respect with the ordinary conduct
                  of the business of the Company or such Subsidiary;

                           (xxiv)   Liens arising out of attachments, judgments
                  or awards as to which an appeal or other appropriate
                  proceedings for contest or review are timely commenced (and as
                  to which foreclosure and other enforcement proceedings shall
                  not have been commenced, unless fully bonded or otherwise
                  effectively stayed) and as to which appropriate reserves have
                  been established in accordance with GAAP; and

                           (xxv)    other Liens on assets of the Company or its
                  Subsidiaries securing Indebtedness having an aggregate
                  principal amount at any one time outstanding not to exceed $15
                  million.

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

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

         "PHCMI" means Professional Health Care Management, Inc., a Michigan
corporation.

         "PHCMI Debtors" means PHCMI and each of its Wholly Owned Subsidiaries
that were debtors in the Cases.

<PAGE>
                                                                              20


         "Plan Disclosure Statement" means that certain Disclosure Statement for
Second Amended Joint Plan of Reorganization for Mariner Post-Acute Network,
Inc., Mariner Health Group, Inc. and their respective Debtor Affiliates, as
approved by the Bankruptcy Court for use by the Company in soliciting votes on
the Plan of Reorganization, including all schedules and exhibits thereto and all
documents incorporated by reference therein or contained in the documentary
supplement thereto.

         "Plan of Reorganization" means the Second Amended Joint Plan of
Reorganization for Mariner Post-Acute Network, Inc., Mariner Health Group, Inc.,
and their respective Debtor Affiliates, as confirmed by an order of the United
States Bankruptcy Court for the District of Delaware, dated April 3, 2002,
including all schedules and exhibits thereto and all documents incorporated by
reference therein or contained in the documentary supplement thereto.

         "Pledge Agreement" means that certain Pledge and Security Agreement to
be executed on even date herewith by the Company, each Guarantor and the
Collateral Agent, as it may be amended, supplemented or otherwise modified from
time to time.

         "Preferred Equity Interest" means any Equity Interest of the Company or
any of its Subsidiaries, however designated, which entitles the holder thereof
to a preference with respect to dividends, distributions or liquidation proceeds
of such Person over the holders of any other Equity Interest issued by such
Person.

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

         "Proceeding" means a liquidation, dissolution, bankruptcy, insolvency
reorganization, receivership or similar proceeding under Bankruptcy Law, an
assignment for the benefit of creditors, any marshalling of assets or
liabilities or winding up or dissolution, but shall not include any transaction
permitted by and made in compliance with Article 5 hereof.

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

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

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

         "Refinancing Indebtedness" means Indebtedness that refunds, refinances,
renews, replaces or extends any Indebtedness of the Company or its Subsidiaries
outstanding on the Issue Date (other than Indebtedness incurred under the Credit
Facility) or other Indebtedness permitted to be incurred by the Company or any
Guarantor pursuant to the first paragraph of Section 4.6, whether involving the
same or any other lender or creditor or group of lenders or creditors, but only
to the extent that (i) the Refinancing Indebtedness is subordinated to the
Senior Notes to at least the same

<PAGE>
                                                                              21


extent as the Indebtedness being refunded, refinanced or extended, if at all,
(ii) the Refinancing Indebtedness is scheduled to mature either (a) no earlier
than the Indebtedness being refunded, refinanced or extended, or (b) after the
maturity date of the Senior Notes, (iii) such Refinancing Indebtedness has a
weighted average life to maturity at the time such Refinancing Indebtedness is
incurred that is equal to or greater than the weighted average life to maturity
of the Indebtedness being refunded, refinanced or extended, (iv) such
Refinancing Indebtedness is in an aggregate principal amount that is less than
or equal to the aggregate principal then outstanding under the Indebtedness
being refunded, refinanced or extended, plus reasonable transaction costs and
expenses incurred by the Company and its Subsidiaries in connection with
consummating such Refinancing Indebtedness, and (v) such Refinancing
Indebtedness is incurred by the same Person that initially incurred the
Indebtedness being refunded, refinanced or extended, except that the Company may
incur Refinancing Indebtedness to refund, refinance or extend Indebtedness of
any Wholly-Owned Subsidiary of the Company or any Person that, contemporaneously
with such refunding, refinancing or extension of Indebtedness, will become a
Wholly-Owned Subsidiary of the Company.

         "Refinancing Notes" means senior unsecured or subordinated unsecured
debt securities, issued to redeem the Senior Notes.

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

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

         "Restricted Payment" means any of the following: (i) the declaration or
payment of any dividend or any other distribution or payment on Equity Interests
of the Company or any Subsidiary thereof or any payment made to the direct or
indirect holders (in their capacities as such) of Equity Interests of the
Company or any Subsidiary thereof (other than (a) dividends or distributions
payable solely in Equity Interests (other than Disqualified Equity Interests) or
in options, warrants or other rights to purchase Equity Interests (other than
Disqualified Equity Interests) or (b) in the case of Subsidiaries of the
Company, dividends or distributions payable to the Company or to a Wholly-Owned
Subsidiary of the Company), (ii) the purchase, redemption or other acquisition
or retirement for value of any Equity Interest of the Company or any Subsidiary
thereof (other than Equity Interests owned by the Company or a Wholly-Owned
Subsidiary, excluding Disqualified Equity Interests), (iii) the making of any
principal payment on, or the purchase, defeasance, repurchase, redemption or
other acquisition or retirement for value, prior to any scheduled maturity,
scheduled repayment or scheduled sinking fund payment, of any Subordinated
Indebtedness (other than Subordinated Indebtedness acquired in anticipation of
satisfying a scheduled sinking fund obligation, principal installment or final
maturity, in each case within one year of the date of such acquisition), or (iv)
the making of any Investment or guarantee of any Investment in any Person other
than a Permitted Investment. For purposes of determining

<PAGE>
                                                                              22


the amount expended for Restricted Payments, cash distributed or invested shall
be valued at the face amount thereof and property other than cash shall be
valued at its fair market value.

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

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

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

         "Securities" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

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

         "Sellco Assets" means the assets listed on Schedule 1.1D and Schedule
1.1A.

         "Senior Note Documents" means this Indenture, the Senior Notes, the
Guarantees and all other documents and instruments entered into in connection
with this Indenture.

         "Senior Note Obligations" shall mean all obligations of any nature of
any Guarantor or of the Company from time to time owed to the Trustee or to any
Holder under any Senior Note or this Indenture, whether for principal, premium,
if any, or interest (including interest which, but for the filing of a petition
in bankruptcy with respect to the Company or any Guarantor (as the case may be),
would have accrued on any Senior Note Obligation, whether or not a claim is
allowed against the Company or any Guarantor (as the case may be) for such
interest in the related bankruptcy proceeding) fees, expenses, indemnification
or otherwise.

         "Senior Notes" means the Second Priority Secured Notes due 2009, being
the securities that are issued under this Indenture, as amended or supplemented
from time to time pursuant to this Indenture, including, without limitation, any
notes issued in accordance with Section 2.2 hereof.

         "Senior Indebtedness" means the following obligations, whether
outstanding on the Issue Date or thereafter incurred: all Indebtedness and other
monetary obligations of the Company or any Subsidiary of the Company under or in
respect of the Credit Facility (including obligations in respect of any lease
financing facility of the Credit Facility) or any Interest Rate Agreement or
Currency Agreement related to Indebtedness under the Credit Facility, whether
for principal, interest (including interest accruing after the filing of a
petition by or against the Company or

<PAGE>
                                                                              23


any Subsidiary of 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), fees, expenses, indemnification or otherwise.

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

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

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

         "Temporary Cash Investments" means, as at any date of determination,
(i) marketable securities (a) issued or directly and unconditionally guaranteed
as to interest and principal by the United States Government or (b) issued by
any agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within one year
after such date; (ii) marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody's; (iii) commercial paper maturing no
more than one year from the date of creation thereof and having, at the time of
the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from
Moody's; (iv) certificates of deposit or bankers' acceptances maturing within
one year after such date and issued or accepted by any lender under the Credit
Agreement or by any commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia that (a) is
at least "adequately capitalized" (as defined in the regulations of its primary
Federal banking regulator) and (b) has Tier 1 capital (as defined in such
regulations) of not less than $100,000,000; and (v) shares of any money market
mutual fund that (a) has substantially all of its assets invested continuously
in the types of investments referred to in clauses (i) and (ii) above, (b) has
net assets of not less than $500,000,000, and (c) has the highest rating
obtainable from either S&P or Moody's.

         "Trust Officer" when used with respect to the Trustee, means any
officer or assistant officer of the Trustee assigned to the Corporate Trust
Administration department or similar

<PAGE>
                                                                              24


department performing corporate trust work of the Trustee or any successor to
such department or, in the case of a successor Trustee, any officer of such
successor Trustee performing corporate trust functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

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

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

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

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

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

<PAGE>
                                                                              25


         SECTION 1.2.      Other Definitions. The definitions of the following
terms may be found in the Sections indicated as follows:

<TABLE>
<CAPTION>
                                                      Defined in
                  Term                                  Section
                  ----                                ----------
                  <S>                                 <C>
                  "Agent Members"                         2.15
                  "Business Day"                         12.8
                  "Collateral Proceeds Amount"            4.8
                  "Collateral Proceeds Offer"             4.8
                  "Covenant Defeasance"                   9.3
                  "Event of Default"                      6.1
                  "Legal Defeasance"                      9.2
                  "Legal Holiday"                        12.8
                  "Paying Agent"                          2.3
                  "Physical Notes"                        2.1
                  "Registrar"                             2.3
                  "Required Filing Date"                  4.2
                  "transfer"                              5.1
</TABLE>

         SECTION 1.3.      Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the portion of such
provision required to be incorporated herein in order for this Indenture to be
qualified under the TIA is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Senior Notes.

         "indenture security holder" means a Holder.

         "indenture to be qualified" means this Indenture.

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

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

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

         SECTION 1.4.      Rules of Construction. Unless the context otherwise
requires:

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

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

<PAGE>
                                                                              26


                  (3)      "or" is not exclusive;

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

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

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

                  (7)      provisions apply to successive events and
transactions.

                                   ARTICLE 2

                                The Senior Notes

         SECTION 2.1.      Dating; Incorporation of Form in Indenture. The
Senior Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit B which is incorporated in and made part of
this Indenture. The Senior Notes shall have notations, legends or endorsements
required by law, stock exchange rule, usage, or agreements to which the Company
or any Guarantor is subject. The Company shall use "CUSIP" numbers in issuing
the Senior Notes. Each Senior Note shall be dated the date of its
authentication.

         One or more permanent Global Notes issued and delivered hereunder may
be in registered form, substantially in the form set forth in Exhibit B, having
the legend set forth in Exhibit C, may be issued to the Depository, to the
extent such Depository is the Registered Holder of the applicable Senior Notes.
Otherwise, Senior Notes hereunder may be issued in the form of certificated
Senior Notes in registered form in substantially the form set forth in Exhibit B
(the "Physical Notes"), without the legend set forth in Exhibit C.

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

         SECTION 2.2.      Execution and Authentication. The Senior Notes shall
be executed on behalf of the Company by two Officers of the Company or an
Officer and an Assistant Secretary of the Company. Such signatures may be either
manual or facsimile. If an Officer whose signature is on a Senior Note no longer
holds that office at the time the Trustee authenticates the Senior Note or at
any time thereafter, the Senior Note shall be valid nevertheless.

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

<PAGE>
                                                                              27


         The Trustee or an authenticating agent shall authenticate Senior Notes
for original issue in the aggregate principal amount of up to $150,000,000,
subject to adjustment pursuant to Section 8.1(7). The aggregate principal amount
of Senior Notes outstanding at any time may not exceed such amount except as
provided in Section 2.7. The Senior Notes shall be issuable only in registered
form without coupons and only in denominations of whole dollar integrals. The
Trustee shall issue Senior Notes upon a Company Request.

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

         SECTION 2.3.      Agents. The Company shall maintain an office or
agency in the Borough of Manhattan, City of New York, State of New York where
Senior Notes may be presented for registration of transfer or for exchange
("Registrar") and where Senior Notes may be presented for payment ("Paying
Agent") and where notices and demands to or upon the Company in respect of the
Senior Notes and this Indenture may be served. The Registrar shall keep a
register of the Senior Notes and of their transfer and exchange. The Company may
appoint one or more co-Registrars and one or more additional Paying Agents. The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
any Noteholder. Neither the Company nor any of its Subsidiaries or Affiliates
may act as Paying Agent but may act as Registrar or co-Registrar.

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

         SECTION 2.4.      Paying Agent to Hold Money in Trust. On or before
each due date of the principal of, premium if any, and interest on any Senior
Notes, the Company shall deposit with the Paying Agent a sum sufficient to pay
such principal, premium if any, and interest so becoming due. Each Paying Agent
shall hold in trust for the benefit of Noteholders or the Trustee all money held
by the Paying Agent for the payment of principal of or interest on the Senior
Notes (whether such money has been paid to it by the Company or any other
obligor on the Senior Notes), and the Company and the Paying Agent shall notify
the Trustee of any default by the Company or any Guarantor (or any other obligor
on the Senior Notes) in making any such payment. Money held in trust by the
Paying Agent need not be segregated except as required by law and in no event
shall the Paying Agent be liable for any interest on any money received by it
hereunder. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee, and the Trustee may at any time during the
continuance of any Event of Default specified in Section 6.1(1) or (2), upon
written request to a Paying Agent, require such Paying

<PAGE>
                                                                              28


Agent to forthwith pay to the Trustee all sums so held in trust by such Paying
Agent together with a complete accounting of such sums. Upon doing so, the
Paying Agent shall have no further liability for the money delivered to the
Trustee.

         SECTION 2.5.      Noteholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Noteholders. If the Trustee is not the Registrar,
the Company shall furnish to the Trustee on or prior to the tenth Business Day
before each Interest Payment Date, and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Noteholders, including the
aggregate principal amount of Senior Notes held by each such Noteholder.

         SECTION 2.6.      Transfer and Exchange. (a) Subject to Section 2.16,
when a Senior Note is presented to the Registrar with a request to register the
transfer thereof, the Registrar shall register the transfer as requested if the
requirements of applicable law and of this Indenture are met and, when Senior
Notes are presented to the Registrar with a request to exchange them for an
equal principal amount of Senior Notes of other authorized denominations, the
Registrar shall make the exchange as requested, provided that every Senior Note
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by the Holder
thereof or his attorney, duly authorized in writing. To permit registration of
transfers and exchanges, upon surrender of any Senior Note for registration of
transfer at the office or agency maintained pursuant to Section 2.3 hereof, the
Company shall issue and execute and the Trustee shall authenticate Senior Notes
at the Registrar's request. Any exchange or transfer shall be without any
service charge to the Noteholder, except that the Company may require payment by
the Noteholder of a sum sufficient to cover any tax or the governmental charge
that may be imposed in relation to a transfer or exchange, but this provision
shall not apply to any exchange pursuant to this Indenture. The Trustee shall
not be required to register transfers of Senior Notes or to exchange Senior
Notes for a period of 15 days before selection of any Senior Notes to be
redeemed. The Trustee shall not be required to exchange or register transfers of
any Senior Notes called or being called for redemption in whole or in part,
except the unredeemed portion of any Senior Note being redeemed in part. All
Senior Notes issued upon any transfer or exchange pursuant to the terms of this
Indenture will evidence the same debt and will be entitled to the same benefits
under this Indenture as the Senior Notes surrendered upon such transfer or
exchange.

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

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

<PAGE>
                                                                              29


         SECTION 2.7.      Replacement Senior Notes. If a mutilated Senior Note
is surrendered to the Registrar or Trustee or if the Holder of a Senior Note
presents evidence to the satisfaction of the Company and the Trustee that the
Senior Note has been lost, destroyed or wrongfully taken and of the ownership
thereof, the Company shall issue and the Trustee shall authenticate a
replacement Senior Note if the Holder of such Senior Note furnishes to the
Company and the Trustee evidence reasonably acceptable to them of the ownership
and destruction, loss or theft of such Senior Note or if the reasonable
requirements of the Trustee and of Section 8-405 of the Uniform Commercial Code
as in effect in the State of Delaware are met. An indemnity bond may be required
by the Company or the Trustee that is sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee or any Agent from any loss
which any of them may suffer if a Senior Note is replaced. The Company or the
Trustee each may charge for its expenses (including reasonable attorneys' fees
and expenses) in replacing a Senior Note.

         Every replacement Senior Note is an additional obligation of the
Company.

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

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

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

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

         SECTION 2.9.      Temporary Senior Notes. Until definitive Senior Notes
are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Senior Notes. Temporary Senior Notes shall be
substantially in the form, and shall carry all rights, benefits and privileges,
of definitive Senior Notes but may have variations that the Company considers
appropriate for temporary Senior Notes. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Senior Notes in
exchange for temporary Senior Notes presented to it.

         SECTION 2.10.     Cancellation. The Company at any time may deliver
Senior Notes to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Senior Notes surrendered to them for transfer,
exchange or payment. The Trustee shall cancel and retain or may dispose of
(subject to the record-retention requirements of the Exchange Act), in
accordance with its normal practice, all Senior Notes surrendered for transfer,
exchange,

<PAGE>
                                                                              30


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

         SECTION 2.11.     Defaulted Interest. If the Company defaults in a
payment of any interest on the Senior Notes, it shall pay the defaulted amounts,
plus (to the extent permitted by law) any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Noteholders on a
subsequent special record date.

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

         SECTION 2.12.     Deposit of Moneys. Prior to 10:00 a.m., New York City
time, as required, on (i) each Interest Payment Date and (ii) the Maturity Date,
the Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments, if any, due on such Interest
Payment Date or Maturity Date, as the case may be, in a timely manner which
permits the Trustee to remit payment to the Holders at such times. The principal
and interest on Global Notes shall be payable to the Depository or its nominee,
as the case may be, as the sole registered owner and the sole holder of the
Global Notes represented thereby. The principal and interest on Physical Notes
shall be payable at the office of the Paying Agent.

         SECTION 2.13.     CUSIP Number. The Company in issuing the Senior Notes
may use a "CUSIP" number (or numbers), and if so, the Trustee may use the CUSIP
number(s) in notices of redemption or exchange as a convenience to Holders,
provided that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number(s) printed in the notice or on the
Senior Notes, and that reliance may be placed only on the other identification
numbers printed on the Senior Notes. The Company will promptly notify in writing
the Trustee of any such CUSIP number used by the Company in connection with the
Senior Notes and any change in such CUSIP number.

         SECTION 2.14.     Payments to Holders. Notwithstanding any provisions
of this Indenture and the Senior Notes to the contrary:

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

<PAGE>
                                                                              31


                  (b)      At the request of a Holder of at least $5 million in
aggregate principal amount of Senior Notes outstanding, all payments with
respect to any of the Senior Notes may be made by the Paying Agent upon receipt
from the Company of immediately available funds prior to 10:00 a.m., New York
City time, directly to the Holder of such Senior Note (whether by federal funds,
wire transfer or otherwise); provided, however, that no such federal funds, wire
transfer or other such direct payment shall be made to any Holder under this
Section 2.14(b) unless such Holder has delivered written instructions to the
Trustee prior to the relevant record date for such payment requesting that such
payment will be so made and designating the bank account to which such payments
shall be so made and, in the case of payments of principal, surrenders the
Senior Note to the Trustee in exchange for a Senior Note or Senior Notes
aggregating the same principal amount as the unredeemed principal amount of the
Senior Notes surrendered. The Trustee shall be entitled to rely on the last
instruction delivered by the Holder pursuant to this Section 2.14(b) unless a
new instruction is delivered prior to the relevant record date for a payment
date. The Company will indemnify and hold the Trustee harmless against any loss,
liability or expense (including attorneys' fees and expenses) resulting from any
act or omission to act on the part of the Company or any such Holder in
connection with any such agreement or which the Paying Agent may incur as a
result of making any payment in accordance with any such agreement.

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

         SECTION 2.15.     Book-Entry Provisions for Global Notes.

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

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

                  (b)      Transfers of Global Notes shall be limited to
transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners

<PAGE>
                                                                              32


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

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

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

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

         SECTION 2.16.     Record Date. The record date for purposes of
determining the identity of Holders entitled to vote or consent to any action by
vote or consent authorized or permitted under this Indenture shall be determined
as provided in TIA Section 316(c).

                                   ARTICLE 3

                                   Redemption

         SECTION 3.1.      Notices to Trustee. If the Company elects to redeem
Senior Notes pursuant to Section 3.7 hereof, at least 30 days prior to the
Redemption Date (or such shorter period prior to the Redemption Date as the
Trustee may agree to in writing), the Company shall notify the Trustee in
writing of the Redemption Date, the principal amount of Senior Notes to be
redeemed and the redemption price, and deliver to the Trustee an Officers'
Certificate stating that such redemption will comply with the conditions
contained in Section 3.7 hereof.

         SECTION 3.2.      Selection by Trustee of Senior Notes to Be Redeemed.
In the event that fewer than all of the Senior Notes are to be redeemed, the
Trustee shall select the Senior Notes to be redeemed, if the Senior Notes are
listed on a national securities exchange, in accordance with the rules of such
exchange or, if the Senior Notes are not so listed, on either a

<PAGE>
                                                                              33


pro rata basis or by lot, or such other method as it shall deem fair and
equitable. As soon as practicable but in not less than 20 days prior to the
Redemption Date, the Trustee shall notify the Company of the Senior Notes
selected for redemption and, in the case of any Senior Notes selected for
partial redemption, the principal amount thereof to be redeemed. The Trustee may
select for redemption portions of the principal of the Senior Notes that have
denominations larger than $1,000. Senior Notes and portions thereof the Trustee
selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For
all purposes of this Indenture unless the context otherwise requires, provisions
of this Indenture that apply to Senior Notes called for redemption also apply to
portions of Senior Notes called for redemption.

         SECTION 3.3.      Notice of Redemption. At least 15 days, but no more
than 30 days, before a Redemption Date, the Company shall mail, or cause to be
mailed, a notice of redemption by first-class mail to each Holder of Senior
Notes to be redeemed at his last address as the same appears on the registry
books maintained by the Registrar pursuant to Section 2.3 hereof.

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

                  (1)      the Redemption Date;

                  (2)      the redemption price and the amount of accrued
interest, if any, to be paid (or the method by which any such amount of accrued
interest to be paid is to be calculated);

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

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

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

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

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

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

<PAGE>
                                                                              34


         SECTION 3.4.      Effect of Notice of Redemption. Once the notice of
redemption described in Section 3.3 is mailed, Senior Notes called for
redemption become due and payable on the Redemption Date and at the redemption
price, including any premium, plus interest accrued to the Redemption Date. Upon
surrender to the Paying Agent, such Senior Notes shall be paid at the redemption
price, including any premium, plus interest accrued to the Redemption Date,
provided that if the Redemption Date is after a regular interest payment record
date and on or prior to the applicable Interest Payment Date, the accrued
interest shall be payable to the Holder of the redeemed Senior Notes registered
on the relevant record date, and provided, further, that if a Redemption Date is
a Legal Holiday, payment shall be made on the next succeeding Business Day and
no interest shall accrue for the period from such Redemption Date to such
succeeding Business Day.

         SECTION 3.5.      Deposit of Redemption Price. On or prior to 10:00
a.m., New York City time, on each Redemption Date, the Company shall deposit
with the Paying Agent in immediately available funds money sufficient to pay the
redemption price of and accrued interest on all Senior Notes to be redeemed on
that date other than Senior Notes or portions thereof called for redemption on
that date which have been delivered by the Company to the Trustee for
cancellation.

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

         SECTION 3.6.      Senior Notes Redeemed in Part. Upon surrender of a
Senior Note that is redeemed in part, the Trustee shall authenticate for a
Holder a new Senior Note equal in principal amount to the unredeemed portion of
the Senior Note surrendered.

         SECTION 3.7.      Optional Redemption. The Company may redeem the
Senior Notes, in whole or in part, at any time at a redemption price equal to
100% of the principal amount thereof, plus any accrued and unpaid interest to
the Redemption Date.

                                   ARTICLE 4

                                    Covenants

         SECTION 4.1.      Payment of Senior Notes. The Company shall pay the
principal of, premium, if any, and interest on the Senior Notes from the Issue
Date, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly in arrears on each Interest Payment Date
and in the manner provided in the Senior Notes at a floating rate per annum,
reset quarterly, equal to 3-month LIBOR (as defined in the Senior Notes) plus
5.50%

<PAGE>
                                                                              35


until the principal hereof shall have become due and payable, and on any overdue
principal and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded quarterly. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of the
actual number of days elapsed and a 360-day year.

         SECTION 4.2.      Reports. The Company will file with the SEC all
information, documents and reports to be filed with the SEC pursuant to Section
13 or 15(d) of the Exchange Act, whether or not the Company is subject to such
filing requirements, so long as the SEC will accept such filings on or prior to
the respective dates (such dates, including any extension granted by the SEC,
the "Required Filing Dates") by which the Company would have been or is required
to so file such documents. The Company (at its own expense) shall also in any
event within 15 days after each Required Filing Date (i) transmit by mail to all
Holders, at their addresses appearing in the register of Senior Notes maintained
by the Registrar and (ii) file with the Trustee within 15 days after the
Required Filing Date, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company files with
the SEC pursuant to Section 13 or 15(d) of the Exchange Act or would be required
to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange
Act. The Company shall comply with the provisions of TIA Section 314(a).
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         SECTION 4.3.      Waiver of Stay, Extension or Usury Laws. The Company
and each Guarantor covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead (as a defense or otherwise) or in any
manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company or such Guarantor, as the case may be, from paying all or any portion of
the principal of, premium, if any, and/or interest on the Senior Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) the Company and each Guarantor hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

         SECTION 4.4.      Compliance Certificate. (a) The Company and each
Guarantor (to the extent that such Guarantor is so required under the TIA) shall
deliver to the Trustee, within 120 days after the end of each fiscal year, an
Officers' Certificate (one of the signers of which shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company or such Guarantor, as the case may be) complying with Section
314(a)(4) of the TIA stating that a review of the activities of the Company or
such Guarantor, as the case may be, during such fiscal year has been made under
the supervision of the signing Officers with a view to determining whether the
Company or such Guarantor, as the case may be, has kept, observed, performed and
fulfilled its obligations under the Collateral Documents and this Indenture, and

<PAGE>
                                                                              36


further stating, as to each such Officer signing such certificate, that to the
best of his knowledge the Company or such Guarantor, as the case may be, has
kept, observed, performed and fulfilled each and every covenant contained in the
Collateral Documents and this Indenture and is not in default in the performance
or observance of any of the terms, provisions and conditions thereof or hereof
(determined without regard to any period of grace or requirement of notice
provided herein), or, if a Default or Event of Default shall have occurred,
describing all or such Defaults or Events of Default of which he may have
knowledge and what action the Company or such Guarantor, as the case may be, is
taking or proposes to take with respect thereto.

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

         SECTION 4.5.      Taxes. The Company shall pay or discharge or cause to
be paid or discharged, before the same shall become delinquent, (a) all taxes,
assessments and governmental charges levied or imposed upon it or its
Subsidiaries' income, profits or property and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a Lien upon their
property; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment, charge or
claim (1) whose amount, applicability or validity is being contested in good
faith by appropriate negotiations or proceedings or (2) the failure to pay or
discharge would not have a material adverse effect on the Company and its
Subsidiaries, taken as a whole.

         SECTION 4.6.      Limitation on Additional Indebtedness. The Company
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, incur (as defined herein) any Indebtedness (including Acquired
Indebtedness); provided, however, that the Company or any Guarantor may incur
Indebtedness (including Acquired Indebtedness) if (i) after giving effect on a
pro forma basis to the incurrence of such Indebtedness and, to the extent set
forth in the definition of Consolidated Fixed Charge Coverage Ratio, the receipt
and application of the proceeds thereof, the Company's Consolidated Fixed Charge
Coverage Ratio would be greater than 2.0 to 1; and (ii) no Default or Event of
Default shall have occurred and be continuing at the time or as a consequence of
the incurrence of such Indebtedness.

                  The foregoing paragraph shall not prohibit the incurrence of
the following:

                           (i)      Senior Indebtedness at any time outstanding
in an aggregate principal amount of up to $350 million;

                           (ii)     Indebtedness under or in connection with the
Senior Notes and the Guarantees;

                           (iii)    Any other Indebtedness provided for in the
Plan of Reorganization;

                           (iv)     Refinancing Indebtedness;

<PAGE>
                                                                              37


                           (v)      Capitalized Lease Obligations and Permitted
Mortgage Financing in an aggregate principal amount outstanding at any time not
to exceed $25 million;

                           (vi)     Purchase Money Indebtedness in an aggregate
principal amount outstanding at any time not to exceed $25 million;

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

                           (viii)   Indebtedness evidenced by letters of credit
issued in the ordinary course of business to support the Company's or any
Subsidiary's insurance or self-insurance obligations (including, without
limitation, to secure workers' compensation and other similar insurance
coverages);

                           (ix)     Indebtedness in respect of Interest Rate
Agreements; provided that the notional principal amount related to such Interest
Rate Agreement does not exceed the principal amount of the Indebtedness to which
such Interest Rate Agreement relates;

                           (x)      Indebtedness represented by performance
bonds, warranty or contractual service obligations, standby letters of credit or
appeal bonds, in each case to the extent incurred in the ordinary course of
business of the Company and its Subsidiaries;

                           (xi)     Indebtedness in respect of netting services,
overdraft protections and otherwise in connection with Deposit Accounts;

                           (xii)    guarantees in the ordinary course of
business of the obligations of suppliers, customers, franchisees and licensees
of the Company and its Subsidiaries;

                           (xiii)   Refinancing Notes, provided, however, that
the proceeds thereof shall be used within one Business Day of receipt to satisfy
and repay the Senior Notes in full;

                           (xiv)    Indebtedness described on Schedule 4.6; and

                           (xv)     Indebtedness not otherwise permitted to be
incurred pursuant to clauses (i) through (xiv) above, which, together with any
other Indebtedness incurred pursuant to this clause (xv), has an aggregate
principal amount not in excess of $10 million at any time outstanding.

         For purposes of determining compliance with, and the outstanding
principal amount of a particular Indebtedness incurred pursuant to and in
compliance with this Section 4.6, in the event such Indebtedness meets the
criteria of more than one of the types of Indebtedness described in the first
paragraph of this Section 4.6 or in clauses (i) through (xiv) of the second
paragraph of this Section 4.6, (a) the Company, in its sole discretion, shall
classify such item of Indebtedness and only be required to include the amount
and type of such Indebtedness either in the first paragraph of this Section 4.6
or one of such clauses in the second paragraph of this Section 4.6, or any
combination thereof, and (b) the Company, in its sole discretion, may reclassify
such item of Indebtedness under a different paragraph or clause of this Section
4.6 so

<PAGE>
                                                                              38


long as such Indebtedness met the criteria of such paragraph or clause on the
date on which it was incurred.

         SECTION 4.7.      Limitation on Restricted Payments. The Company will
not, and will not permit any of its Subsidiaries to, directly or indirectly,
make, any Restricted Payment, unless

                  (a)      no Default or Event of Default shall have occurred
and be continuing at the time of and immediately after giving effect to such
Restricted Payment;

                  (b)      immediately after giving pro forma effect to such
Restricted Payment, the Company could incur $1.00 of additional Indebtedness
under the first paragraph of Section 4.6 hereof; and

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

         The provisions of this Section 4.7 shall not prohibit

                           (i)      the agreement or commitment to make any
payment or distribution permitted under this Indenture or the payment or
distribution so agreed or committed to be made as long as such payment or
distribution is made on the date of such agreement or commitment or within 60
days thereof; provided, however, that on the date of such agreement or
commitment such payment would comply with the foregoing provisions, it being
understood that the agreement or commitment to make such payment or distribution
shall constitute Indebtedness permitted under the second paragraph of Section
4.6,

                           (ii)     the retirement of any Equity Interests of
the Company or Subordinated Indebtedness of the Company by conversion into or by
an exchange for Equity Interests (other than Disqualified Equity Interests), or
out of the Net Proceeds of the substantially concurrent sale (other than to a
Subsidiary of the Company) of other Equity Interests of the Company (other than
Disqualified Equity Interests); provided that Net Proceeds of such Equity
Interests so used shall not be included under clause (c)(2) above,

                           (iii)    the redemption or retirement of Subordinated
Indebtedness of the Company in exchange for, by conversion into, or out of the
Net Proceeds of, a substantially concurrent sale or incurrence of Indebtedness
(other than any Indebtedness owed to a Subsidiary

<PAGE>
                                                                              39


of the Company) that is contractually subordinated in right of payment to the
Senior Notes to at least the same extent as the Subordinated Indebtedness being
redeemed or retired,

                           (iv)     the retirement of any Disqualified Equity
Interests by conversion into, or by exchange for, shares of Disqualified Equity
Interests, or out of the Net Proceeds of the substantially concurrent sale
(other than to a Subsidiary of the Company) of other Disqualified Equity
Interests, or

                           (v)      Restricted Payments provided for in the Plan
of Reorganization to be made on or as of the Issue Date;

provided, however, that in the case of the immediately preceding clauses (ii)
and (iii), no Default or Event of Default shall have occurred and be continuing
at the time of such Restricted Payment or would occur as a result thereof.

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

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

         SECTION 4.8.      Limitation on Certain Asset Sales. Neither the
Company nor any of its Subsidiaries will consummate or permit, directly or
indirectly, any Asset Sale, unless (i) the Company or such Subsidiary, as the
case may be, receives consideration at the time of each such Asset Sale at least
equal to the fair market value of the Property subject to such Asset Sale, (ii)
(x) in the case of an Asset Sale of Property constituting Collateral (other than
a Designated Facility), at least 50% of the consideration received by the
Company or such Subsidiary is in the form of cash or Temporary Cash Investments,
and (y) in the case of all other Asset Sales, at least 33% of the consideration
is in the form of cash or Temporary Cash Investments (provided that in the case
of an Asset Sale of a Designated Facility, there is no requirement that the
consideration be in the form of cash or Temporary Cash Investments) and (iii) no
Default or Event of Default shall have occurred and be continuing on the date of
such proposed Asset Sale or would result as a consequence of such Asset Sale;
provided that (a) the amount of any notes or other obligations received by the
Company or such Subsidiary from such transferee that are converted by the

<PAGE>
                                                                              40


Company or such Subsidiary into cash (to the extent of the cash received) within
90 days following the closing of such Asset Sale and (b) any Designated Noncash
Consideration received by the Company or any of its Subsidiaries in such Asset
Sale having an aggregate fair market value, taken together with all other
Designated Noncash Consideration received pursuant to this clause (b) that is at
that time outstanding, less the amount of cash or Temporary Cash Investments
received by the Company or any of its Subsidiaries in connection with a
subsequent sale of such Designated Noncash Consideration, not exceeding $5
million at the time of the receipt of such Designated Noncash Consideration
(measured at the time received and without giving effect to subsequent changes
in value) shall be deemed to be cash for purposes of clause (ii) of this
provision.

         Notwithstanding clauses (i) and (ii) of the immediately preceding
paragraph, the Company or any of the Subsidiaries may swap assets used in the
business in a substantially concurrent exchange for other assets to be used in
the business (such newly acquired asset or assets a "Swapped Asset"); provided,
however, that (i) the aggregate LTM EBITDA for all Swapped Assets (determined
for each Swapped Asset as of the time of exchange thereof) during the time in
which any portion of the Senior Notes is outstanding shall not exceed $30
million, (ii) after giving effect to the asset swap on a pro forma basis, no
Default or Event of Default has occurred and is continuing, (iii) LTM EBITDA for
the Swapped Asset or aggregate LTM EBITDA for a related series of Swapped Assets
shall be at least 80% of LTM EBITDA for the asset or related series of assets
exchanged therefor, (iv) prior to consummating any such asset swap, the Company
shall have delivered to the Trustee a certificate signed by the Chief Financial
Officer, Chief Accounting Officer or Treasurer of the Company demonstrating to
the reasonable satisfaction of the Trustee that, after giving effect to any such
asset swap, the Company would be able to incur at least $1.00 of additional
Indebtedness under the first paragraph of Section 4.6, (v) prior to consummating
any Asset Swap the Company shall have provided evidence reasonably satisfactory
to the Trustee demonstrating satisfaction of the requirements of the Credit
Agreement relating to any such asset swap, and (vi) the Company or the relevant
Guarantor shall take all steps requested by the Trustee to provide the
Collateral Agent with a fully perfected Lien on or security interest in the
Property being received by the Company or any of the Guarantors in connection
with any such Asset Swap to the same extent as the Lien or security interest
which the Collateral Agent had in the Property being exchanged by the Company or
any of its Subsidiaries.

         With respect to any Asset Sale Proceeds related to Collateral in the
form of cash or Temporary Cash Investments (including cash collected on any
notes), and any Insurance Proceeds or Condemnation Proceeds on account of any
separate loss of any Collateral of the Company or its Subsidiaries in excess of
$2 million which are not applied to the repair, rebuilding, restoration or
replacement of the Collateral affected by the subject Loss Event, (in any such
case, the "Collateral Proceeds Amount"), the Company shall (i) first, to the
extent the Company elects (or is required by the terms of any Indebtedness),
prepay, repay, redeem or purchase Senior Indebtedness of the Company or Senior
Indebtedness of a Wholly-Owned Subsidiary (in each case, other than Indebtedness
owed to the Company or an Affiliate of the Company) within 365 days from the
later of the date of such Asset Sale or the receipt of such Collateral Proceeds
Amount; provided, however, that in connection with any prepayment, repayment or
purchase of Senior Indebtedness pursuant to this clause (i), the Company or such
Wholly-Owned Subsidiary will retire such Indebtedness and will cause the related
loan

<PAGE>
                                                                              41


commitment (if any) to be permanently reduced in an amount equal to the
principal amount so prepaid, repaid or purchased; (ii) second, to the extent the
Company elects, apply the Collateral Proceeds Amount to acquire Property
(provided that, in the case of an Asset Sale of Property constituting Collateral
under the Intercreditor Agreement, the Company shall cause such Property to
become Collateral under the Intercreditor Agreement as and when received by the
Company or by any of its Subsidiaries), that is useful in any business in which
the Company is permitted to be engaged within 365 days from the later of the
date of such Asset Sale or the receipt of such Collateral Proceeds Amount; and
(iii) third, make an offer (a "Collateral Proceeds Offer") for up to a maximum
principal amount (expressed as an integral multiple of $1,000) of Senior Notes
equal to the Collateral Proceeds Amount to the extent of the balance of such
Collateral Proceeds Amount after application in accordance with clauses (i) and
(ii), at a purchase price equal to 100% of the principal amount thereof plus
accrued and unpaid interest thereon, if any, to the date of purchase in
accordance with the procedures set forth in this Indenture. To the extent that
the aggregate principal amount of Senior Notes tendered pursuant to such
Collateral Proceeds Offer is less than the Collateral Proceeds Amount, the
Company may use such portion of the Collateral Proceeds Amount that is not used
to purchase Senior Notes tendered for general corporate purposes not
inconsistent with the Senior Notes or this Indenture. If the aggregate principal
amount of the Senior Notes tendered pursuant to such Collateral Proceeds Offer
is more than the Collateral Proceeds Amount, the Senior Notes tendered will be
repurchased on a pro rata basis or by such other method as the Trustee shall
deem fair and appropriate. Upon the completion of any Collateral Proceeds Offer
and the closing of any repurchase of Senior Notes tendered pursuant to such
Collateral Proceeds Offer, the amount of Collateral Proceeds Amount shall be
deemed to be zero.

         Pending their use as hereinabove prescribed, all Asset Sale Proceeds
from Asset Sales of Property constituting Collateral, Insurance Proceeds and
Condemnation Proceeds from Loss Events and non-cash consideration from Asset
Sales of Property constituting Collateral, including all Collateral Proceeds
Amounts, shall be applied as provided for under the Collateral Documents.

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

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

<PAGE>
                                                                              42


division or line of business, as the case may be, not so transferred for
purposes of this covenant, and shall comply with the provisions of this covenant
with respect to such deemed sale as if it were an Asset Sale. In addition, the
fair market value of such assets of the Company, the Subsidiary or the division
or line of business, as the case may be, deemed to be sold shall be deemed to be
Asset Sale Proceeds for purposes of this covenant.

         The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
prepayment, repayment, redemption or the repurchase of Senior Notes with the
Asset Sale Proceeds as required herein.

         To the extent that the provisions of any securities laws or regulations
conflict with provisions of this covenant, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this covenant by virtue thereof.

         SECTION 4.9.      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
(including any Affiliate in which the Company or any Subsidiary thereof owns a
minority interest) or holder of 15% or more of the Company's Equity Interests
(each such transaction, an "Affiliate Transaction") or extend, renew, waive or
otherwise modify the terms of any Affiliate Transaction entered into prior to
the Issue Date unless (i) such Affiliate Transaction is solely between or among
the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction
is solely between or among Wholly-Owned Subsidiaries of the Company; (iii) such
Affiliate Transaction is for reasonable fees and compensation paid to, and
indemnity provided on behalf of, officers, directors, employees or consultants
of the Company or any Subsidiary thereof as reasonably determined in good faith
by the Board of Directors (when required as described below) or senior
management of the Company or of such Subsidiary having no interest in such
Affiliate Transaction; or (iv) the terms of such Affiliate Transaction are fair
and reasonable to the Company or such Subsidiary, as the case may be, and the
terms of such Affiliate Transaction are at least as favorable as the terms which
could be obtained by the Company or such Subsidiary, as the case may be, in a
comparable transaction made on an arm's-length basis between unaffiliated
parties. In any Affiliate Transaction involving an amount or having a value in
excess of $5 million in any one year which is not permitted under clause (i) or
(ii) above, the Company or such Subsidiary, as the case may be, must obtain a
resolution of an independent committee of its Board of Directors certifying that
such Affiliate Transaction complies with clause (iii) or (iv) above, as the case
may be.

                  The foregoing provisions will not apply to (i) the payment of
reasonable annual compensation to directors or executive officers of the
Company, (ii) the continued performance of transactions with Affiliates
disclosed in the Plan of Reorganization, on the same terms as disclosed in the
Plan of Reorganization and (iii) the transactions with Affiliates listed on
Schedule 4.9 to this Indenture.

<PAGE>
                                                                              43


         SECTION 4.10.     Limitations on Liens. The Company will not, and will
not permit any of its Subsidiaries to, create, incur or otherwise cause or
suffer to exist or become effective any Liens of any kind (other than Permitted
Liens) upon any property or asset of the Company or any Subsidiary or any shares
of stock or debt of any Subsidiary which owns property or assets, now owned or
hereafter acquired, or any income or profits therefrom, unless (i) if such Lien
secures Indebtedness which is pari passu with the Senior Notes, then the Senior
Notes are secured on an equal and ratable basis with the obligations so secured
until such time as such obligations are no longer secured by a Lien or (ii) if
such Lien secures Subordinated Indebtedness, any such Lien shall be subordinated
to a Lien on such property or asset or shares of stock or debt granted to the
Holders of the Senior Notes to the same extent as such Subordinated Indebtedness
is subordinated to the Senior Notes.

         SECTION 4.11.     Limitations on Investments. The Company will not, and
will not permit any of its Subsidiaries to, make any Investment other than (i) a
Permitted Investment or (ii) an Investment that is made as a Restricted Payment
in compliance with Section 4.7 hereof.

         SECTION 4.12.     Future Subsidiary Guarantors. The Company shall cause
each Subsidiary created or acquired, directly or indirectly, by the Company
(other than PHCMI Debtors) to execute a Guarantee in the form included as part
of Exhibit A to this Indenture and reasonably satisfactory in form and substance
to the Trustee (and with documentation relating thereto as the Trustee shall
require, including, without limitation, a supplement or amendment to this
Indenture and an Opinion of Counsel as to the enforceability of such Guarantee);
provided that such Subsidiary shall not be required to execute such a Guarantee
if such Subsidiary is an Unrestricted Subsidiary, is prohibited by law from
making such a Guarantee, such Subsidiary would have been released from its
guarantee by virtue of events set forth in Section 11.4 hereof, such Subsidiary
is a Subsidiary of a Person which has been released as a guarantor pursuant to
Section 11.4 hereof, or such Subsidiary is not obligated to execute a Guarantee
pursuant to Section 11.5 hereof.

         SECTION 4.13.     Designation of Subsidiaries and Unrestricted
Subsidiaries. (a) The Company may by written notice to the Trustee designate any
Subsidiary (including a newly acquired or newly formed Subsidiary (including any
such Subsidiary formed in connection with a Permitted Mortgage Financing)) to be
an Unrestricted Subsidiary; provided, however, that other than with respect to a
Subsidiary formed in connection with a Permitted Mortgage Financing (i) no
Default or Event of Default shall have occurred and be continuing or would arise
therefrom, (ii) such designation is at that time permitted under Section 4.7
hereof and (iii) immediately after giving effect to such designation, the
Company could incur $1.00 of additional Indebtedness pursuant to the first
paragraph of Section 4.6. In the event the Company designates a Subsidiary to be
an Unrestricted Subsidiary, the following provisions shall apply:

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

                           (ii)     (B) at any date the aggregate of all
Restricted Payments made as Investments since the Issue Date shall exclude and
be reduced by an amount (proportionate to

<PAGE>
                                                                              44


the Company's percentage Equity Interest in such Subsidiary) equal to the net
worth of any Unrestricted Subsidiary at the time that such Unrestricted
Subsidiary is designated a Subsidiary, not to exceed, in the case of any such
redesignation of an Unrestricted Subsidiary as a Subsidiary, the amount of
Investments previously made by the Company and its Subsidiaries in such
Unrestricted Subsidiary; and

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

                           (iv)     For purposes of clauses (A) and (B) above,
"net worth" shall be calculated based upon the fair market value of the assets
of such Subsidiary as of any such date of designation.

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

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

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

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

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

                           (v)      the Company or any Subsidiary of the Company
has any obligation to subscribe for any Equity Interest in such Subsidiary or to
maintain or preserve such Subsidiary's financial condition or to cause such
Subsidiary to achieve specified levels of operating results, unless such
obligation is permitted by the terms of this Indenture.

         SECTION 4.14.     Limitation on Dividends and Other Payment
Restrictions Affecting Subsidiaries. The Company will not, and will not permit
any of its Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual

<PAGE>
                                                                              45


encumbrance or restriction of any kind on the ability of any of its Subsidiaries
to (a) pay dividends or make any other distributions in cash or otherwise on its
Equity Interests to the Company or any Subsidiary, (b) pay any Indebtedness owed
to the Company or any Subsidiary, (c) make loans or advances to the Company or
any Subsidiary thereof, (d) transfer any of its properties or assets to the
Company or any Subsidiary thereof (other than customary restrictions on transfer
of property subject to a Permitted Lien under the term of the agreements
creating such Permitted Lien (other than a Lien on cash not constituting
proceeds of non-cash property subject to a Permitted Lien) which would not
materially adversely affect the Company's ability to satisfy its obligations
under the Senior Notes), or (e) guarantee any Indebtedness of the Company or any
Subsidiary of the Company, except, in each case, for such encumbrances or
restrictions existing under or contemplated by reason of (i) the Senior Notes or
this Indenture, (ii) any restrictions existing under or contemplated by
agreements evidencing any Senior Indebtedness, (iii) any restrictions which are
in existence on the Issue Date or which exist with respect to a Person that
becomes a Subsidiary on or after the Issue Date, which are in existence at the
time such Person becomes a Subsidiary of the Company (but not created in
connection with or contemplation of such Person becoming a Subsidiary of the
Company and which encumbrance or restriction is not applicable to any Person or
the property or assets of any Person other than such Person or the property or
assets of such Person so acquired) and any agreement that refinances or replaces
the same; provided, however, that the terms and conditions of any such
restrictions are not materially less favorable in the aggregate to the holders
of the Senior Notes than those under or pursuant to the agreement being replaced
or the agreement evidencing the Indebtedness refinanced or replaced, (iv)
customary non-assignment provisions in any contract or licensing agreement
entered into by the Company or any Subsidiary of the Company in the ordinary
course of business or in any lease governing any leasehold interest of the
Company or a Subsidiary, (v) any restrictions existing under or contemplated by
agreements evidencing any Purchase Money Indebtedness that impose restrictions
on the ability of any of the Company or its Subsidiaries to transfer the
property so acquired to the Company or its Subsidiaries, (vi) any restrictions
existing under or contemplated by agreements evidencing any Refinancing
Indebtedness, providing that the restrictions contained in the agreements
governing such Refinancing Indebtedness are no more restrictive in whole than
those contained in the agreements governing the Indebtedness being refinanced
and (vii) the restrictions on Subsidiary dividends and payments described on
Schedule 4.14 to this Indenture.

         SECTION 4.15.     Restriction on Sale and Issuance of Certain
Subsidiary Equity Interests. The Company and its Subsidiaries will not issue or
sell any Equity Interests of any Subsidiary to any person other than the Company
or a Wholly-Owned Subsidiary of the Company (except for common Equity Interests
with no preferences or special rights or privileges and with no redemption or
prepayment provisions, provided that such common Equity Interests are sold in
compliance with Section 4.8 and immediately after giving effect to such issuance
or sale, such Subsidiary either continues to be a Subsidiary or if such
Subsidiary would no longer be considered a Subsidiary, then the investment of
the Company in such Person (after giving effect to such issuance or sale) would
have been permitted to be made under Section 4.7 as if made on the date of such
issuance or sale and except to qualify directors to the extent required by
applicable law).

         SECTION 4.16.     Limitation on Sale and Lease-Back Transactions. The
Company will not, and will not permit any of its Subsidiaries to, enter into any
Sale and Lease-Back

<PAGE>
                                                                              46


Transaction (other than a Permitted Mortgage Financing) unless (i) the
consideration received in such Sale and Lease-Back Transaction is at least equal
to the fair market value of the property sold and (ii) immediately prior to and
after giving effect to the Attributable Indebtedness in respect of such Sale and
Lease-Back Transaction, the Company could incur at least $1.00 of additional
Indebtedness pursuant to the first paragraph of Section 4.6.

         SECTION 4.17.     Line of Business. The Company will not, and will not
permit any of its Subsidiaries to, engage in any business other than any
Healthcare Related Business.

         SECTION 4.18.     Limitation on Status as Investment Company. Neither
the Company nor any of its Subsidiaries will take any action or suffer to exist
any condition that would require the Company or any of its Subsidiaries to
register as an "investment company" (as that term is defined in the Investment
Company Act of 1940, as amended), or otherwise become subject to regulation as
an investment company.

         SECTION 4.19.     Corporate Existence. Subject to Article 5 hereof, the
Company shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence, and the corporate, partnership
or other existence of each Subsidiary, in accordance with the respective
organizational documents (as the same may be amended from time to time) of each
Subsidiary and the rights (charter and statutory), licenses and franchises of
the Company and its Subsidiaries; provided, however, that the Company shall not
be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a
whole.

         SECTION 4.20.     Maintenance of Office or Agency. The Company shall
maintain in the Borough of Manhattan, the City of New York an office or agency
where Senior Notes may be surrendered for registration of transfer or exchange
or for presentation for payment and where notices and demands to or upon the
Company in respect of the Senior Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee as set
forth in Section 12.2.

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

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

<PAGE>
                                                                              47


         SECTION 4.21.     Maintenance of Insurance; Books and Records;
Compliance with Laws. (a) The Company and each of its Subsidiaries shall provide
or cause to be provided, for itself and each of their respective Subsidiaries,
insurance (including appropriate self - insurance) that is adequate and
appropriate for the conduct of the business of the Company and such Subsidiaries
in a prudent manner, with reputable insurers or with the government of the
United States of America or an agency or instrumentality thereof, in such
amounts, with such deductibles, and by such methods as shall be customary for
and available to businesses similarly situated in the industry.

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

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

         SECTION 4.22.     Further Assurances to the Trustee. The Company shall
(and shall cause each of its Subsidiaries to) execute, acknowledge, deliver,
record, re-record, file, re-file, register and re-register, any and all such
further acts, deeds, conveyances, security agreements, mortgages, assignments,
estoppel certificates, financing statements and continuations thereof,
termination statements, notices of assignment, transfers, certificates,
assurances and other instruments as may be required from time to time in order
(i) to carry out more effectively the purposes of the Collateral Documents, (ii)
to subject to the Liens created by any of the Collateral Documents any of the
properties, rights or interest required to be encumbered thereby, (iii) to
perfect and maintain the validity, effectiveness and priority of any of the
Collateral Documents and the Liens intended to be created thereby, and (iv) to
better assure, convey, grant, assign, transfer, preserve, protect and confirm to
the Trustee any of the rights granted or now or hereafter intended by the
parties thereto to be granted to the Trustee or under any other instrument
executed in connection therewith or granted to the Company under the Collateral
Documents or under any other instrument executed in connection therewith.

         SECTION 4.23.     Collateral Documents. None of the Company or any of
its Subsidiaries will amend, waive or modify, or take or refrain from taking any
action that has the effect of amending, waiving or modifying, any provision of
the Collateral Documents or engaging in any transfer of assets from a company
whose capital stock and assets constitute Collateral or any restructuring of the
affairs of such a company and its subsidiaries to the extent that such
amendment, waiver, modification, action or restructuring could have an adverse
effect on the rights of the Trustee or the Holders, provided that (i) the
Collateral may be released or modified in an Asset Sale as expressly authorized
in this Indenture or in the Collateral Documents; (ii) any Guarantee and pledges
may be released in an Asset Sale as expressly provided in this Indenture or in
the Collateral Documents; and (iii) this Indenture and any of the

<PAGE>
                                                                              48


Collateral Documents may be otherwise amended, waived or modified as set forth
under Article 10 hereof.

         SECTION 4.24.     Subsidiary Guarantees. Prior to guaranteeing any
other Indebtedness of the Company (including without limitation any Indebtedness
under the Credit Agreement or other Credit Facility), a Subsidiary of the
Company that is not a Guarantor (if such Subsidiary is also a guarantor of the
Credit Agreement or is required to become such a guarantor) must execute and
deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto
pursuant to which such Subsidiary shall guarantee, on an unsecured senior basis,
all of the Obligations of the Company with respect to the Senior Notes together
with an opinion of counsel (which counsel may be an employee of the Company) to
the effect that the supplemental indenture has been duly executed and delivered
by such Subsidiary and is in compliance in all material respects with the terms
of this Indenture.

                                   ARTICLE 5

                              Successor Corporation

         SECTION 5.1.      Merger, Consolidation or Sale of Assets. The Company
will not consolidate with, merge with or into, or sell, assign, lease, convey,
transfer or otherwise dispose of (a "transfer") all or substantially all of its
assets (as an entirety or substantially as an entirety in one transaction or a
series of related transactions), to any Person unless: (i) the Company shall be
the continuing Person, or the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or to which the properties and
assets of the Company are transferred shall be a corporation organized and
existing under the laws of the United States or any State thereof or the
District of Columbia and shall expressly assume, by a supplemental indenture,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
of the obligations of the Company under the Senior Notes, this Indenture and the
Collateral Documents, and the obligations under this Indenture shall remain in
full force and effect; (ii) immediately before and immediately after giving
effect to such transaction, no Default or Event of Default shall have occurred
and be continuing; (iii) immediately after giving effect to such transaction on
a pro forma basis the Company or such Person could incur at least $1.00
additional Indebtedness pursuant to the first paragraph of Section 4.6 hereof;
and (iv) immediately thereafter, the Company or the other surviving entity, as
the case may be, shall have a Consolidated Net Worth equal to or greater than
the Consolidated Net Worth of the Company immediately prior to such transaction.

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

                  (b)      This Section 5.1 shall not apply to the sale of the
stock or assets of the Company or any Subsidiary of the Company in accordance
with Section 4.8 hereof.
<PAGE>
                                                                              49


         SECTION 5.2. Successor Person Substituted. Upon any consolidation or
merger, or any transfer of all or substantially all of the assets of the Company
or any Subsidiary in accordance with Section 5.1 above, the successor
corporation formed by such consolidation or into which the Company or any
Subsidiary is merged or to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company or such
Subsidiary under this Indenture with the same effect as if such successor
corporation had been named as the Company or such Subsidiary herein, and
thereafter the predecessor corporation shall be relieved of all obligations and
covenants under this Indenture and the Senior Notes, except, in the case of a
transfer, for the obligation to pay the principal of, and interest on, the
Senior Notes.

                                   ARTICLE 6

                              Defaults and Remedies

         SECTION 6.1. Events of Default. An "Event of Default" occurs if:


                  (1)      there is a default in the payment of any principal
of, or premium, if any, on the Senior Notes when the same becomes due and
payable on the Maturity Date, upon optional redemption, upon required
repurchase, upon declaration or otherwise;

                  (2)      there is a default for 30 days in the payment of any
interest on the Senior Notes after such interest becomes due and payable;

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

                  (4)      the Company or any Guarantor defaults in the
observance or performance of any other provision, covenant or agreement
contained in the Senior Notes, this Indenture or the Collateral Documents for 30
days after written notice from the Trustee or the holders of not less than 25%
in aggregate principal amount of the Senior Notes then outstanding;

                  (5)      there is a failure to pay when due (and beyond the
grace period, if any, therefor) principal, interest or premium in an aggregate
amount of $2.5 million or more with respect to any Indebtedness of the Company
or any Subsidiary thereof, or the acceleration prior to its express maturity of
any such Indebtedness aggregating $2.5 million or more;

                  (6)      a court of competent jurisdiction renders a final
judgment or judgments which can no longer be appealed for the payment of money,
in any individual case or in the aggregate at any time, in excess of $5 million
(which are not paid or covered by third party insurance by financially sound
insurers) against the Company or any Subsidiary thereof and such judgment
remains undischarged for a period of 60 consecutive days during which a stay of
enforcement of such judgment shall not be in effect;

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

                           (A) commences a voluntary case or proceeding,

<PAGE>
                                                                              50


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

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

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

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

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

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

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

                           (C) orders the liquidation of the Company or any
                  Subsidiary

                           (D) and, in each case, the order or decree remains
                  unstayed and in effect for 60 consecutive days;

                  (9)      at any time after the execution and delivery
thereof, (i) any Guarantee for any reason, other than the satisfaction in full
of all Obligations guaranteed thereunder or the release of such Guarantee
pursuant to Section 11.4, shall cease to be in full force and effect (other than
in accordance with its terms) or shall be declared to be null and void, or (ii)
a material Collateral Document shall cease to be in full force and effect (other
than by reason of a release of Collateral thereunder in accordance with the
terms hereof or thereof, the satisfaction in full of the Obligations or any
other termination of such Collateral Document in accordance with the terms
hereof or thereof) or shall be declared null and void, or the Trustee or the
Collateral Agent shall not have or shall cease to have a valid and perfected
second priority Lien on any Collateral purported to be covered thereby having a
fair market value, individually or in the aggregate, exceeding $2.5 million, in
each case for any reason other than the failure of the Trustee or the Collateral
Agent to take any action within its control; or

                  (10)     holders of Senior Indebtedness holding a Lien on the
stock or assets of the Company or any of its Subsidiaries take any judicial
action to enforce such Lien.

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

         SECTION 6.2. Acceleration. If an Event of Default (other than an Event
of Default arising under Section 6.1(7) or (8) occurs and is continuing, the
Trustee by notice to the


<PAGE>
                                                                              51


Company or the Holders of not less than 25% in aggregate principal amount of the
Senior Notes then outstanding by written notice to the Company and the Trustee,
may declare to be immediately due and payable the entire principal amount of all
the Senior Notes then outstanding plus premium, if any, and accrued interest to
the date of acceleration; provided, however, that after such acceleration but
before a judgment or decree based on such acceleration is obtained by the
Trustee, the Holders of 51% in aggregate principal amount of the outstanding
Senior Notes may rescind and annul such acceleration if all existing Events of
Default, other than nonpayment of accelerated principal, premium, if any, or
interest, have been cured or waived as provided in this Indenture and if the
rescission would not conflict with any judgment or decree. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

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

         SECTION 6.3. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the payment of principal of, or premium, if any, and
interest on the Senior Notes or to enforce the performance of any provision of
the Senior Notes or this Indenture and may take any necessary action requested
of it as Trustee to settle, compromise, adjust or otherwise conclude any
proceedings to which it is a party.

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

         SECTION 6.4. Waiver of Defaults and Events of Default. Subject to
Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority in principal amount
of the Senior Notes then outstanding have the right to waive any existing or
future Default or Event of Default or compliance with any provision of this
Indenture or the Senior Notes. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto except as specifically set forth therein.

         SECTION 6.5. Control by Majority. The Holders of a majority in
principal amount of the Senior Notes then outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee by this
Indenture. The Trustee, however, may refuse to follow any direction that
conflicts with law, this Indenture or the Collateral Documents or that the
Trustee determines may be unduly prejudicial to the rights of another Noteholder
not taking part in such direction, and the Trustee shall have the right to
decline to follow any such direction if the Trustee, being advised by counsel,
determines that the action so directed may not lawfully be taken or if the


<PAGE>
                                                                             52


Trustee in good faith shall determine that the proceedings so directed may
involve it in personal liability unless the Trustee has asked for and received
indemnification reasonably satisfactory to it against any loss, liability or
expense caused by its following such direction; provided that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

         SECTION 6.6. Limitation on Suits. Subject to Section 6.7 below, a
Noteholder may not institute any proceeding or pursue any remedy with respect to
this Indenture or the Senior Notes unless:

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

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

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

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

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

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

         SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder of a Senior Note to
receive payment of principal of, or premium, if any, and interest on the Senior
Note on or after the respective due dates expressed in the Senior Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.

         SECTION 6.8. Collection Suit by Trustee. If an Event of Default in
payment of principal, premium or interest specified in Section 6.1(1) or (2)
hereof occurs and is continuing, the Trustee may recover judgment in its own
name and as trustee of an express trust against the Company or the Guarantors
(or any other obligor on the Senior Notes) for the whole amount of unpaid
principal and accrued interest remaining unpaid, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest, in each case at the rate then
borne by the Senior Notes (after giving effect to Section 4.1), and such further
amounts as shall be sufficient to cover the costs and expenses of collection,
including the compensation, expenses, disbursements and advances of the


<PAGE>
                                                                              53


Trustee, its agents and counsel, including all sums due and owing to the Trustee
pursuant to the Indenture including Section 7.7.

         SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
the compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel) and the Noteholders allowed in any judicial proceedings
relative to the Company or the Guarantors (or any other obligor upon the Senior
Notes), their respective creditors or property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same after deduction of its
reasonable charges and expenses to the extent that any such charges and expenses
are not paid out of the estate in any such proceedings and any custodian in any
such judicial proceeding is hereby authorized by each Noteholder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Noteholders, to pay to the Trustee any
amount due to it for the compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under
the Indenture, including without limitation Section 7.7 hereof. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Noteholder any plan or reorganization,
arrangement, adjustment or composition affecting the Senior Notes or the rights
of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Noteholder in any such proceedings.

         SECTION 6.10. Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

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

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

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

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

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



<PAGE>
                                                                              54


Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Senior Notes then outstanding.

         SECTION 6.12. Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders shall be restored severally and respectively to their
former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had been instituted.

         SECTION 6.13. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder 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 Six 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.

                                   ARTICLE 7

                                     Trustee

         SECTION 7.1. Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture and any supplemental indenture (including
providing for Guarantees of the Senior Notes and any supplemental indenture
required pursuant to Section 4.24 hereof) and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the same
circumstances in the conduct of such person's own affairs.

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

                  (1)      The Trustee need perform only those duties that are
specifically set forth in this Indenture (including any supplemental indenture)
and the Collateral Documents and those actions that are reasonably necessary for
the performance of the specified duties and no others and no implied covenants
or obligations shall be read into this Indenture or the Collateral Documents
against the Trustee.

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


<PAGE>
                                                                             55


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

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

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

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

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

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

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

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

         SECTION 7.2. Rights of Trustee. Subject to Section 7.1 hereof

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

                  (2)      The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed by it with
due care;

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

                  (4)      The Trustee may consult with counsel of its
selection, and the advice or opinion of such counsel as to matters of law shall
be full and complete authorization


<PAGE>
                                                                              56


and protection from liability in respect of any action taken, omitted or
suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel;

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

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

                  (7)      The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;

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

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

         SECTION 7.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Senior Notes
and may make loans to, accept deposits from, perform services for or otherwise
deal with the Company or any Guarantor, or any Affiliates thereof, with the same
rights it would have if it were not Trustee. Any Agent may do the same with like
rights. The Trustee, however, shall be subject to Sections 7.10 and 7.11 hereof.

         SECTION 7.4. Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture, the Collateral Documents, the
Senior Notes or any Guarantee, it shall not be accountable for the Company's use
of the proceeds from the sale of Senior Notes or any money paid to the Company
pursuant to the terms of this Indenture or the Collateral Documents, and it
shall not be responsible for any statement in the Senior Notes or any document
used in connection with the sale of the Senior Notes other than its certificate
of authentication.

         SECTION 7.5. Notice of Defaults. If a Default or Event of Default
occurs and is continuing and if it is known to the Trustee, the Trustee shall
mail to each Noteholder notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
of principal or premium, if any, or interest on the Senior Notes, or that
resulted from the failure of the Company to comply with Section 5.1, the Trustee
may




<PAGE>
                                                                              57


withhold the notice if and so long as a committee of its Trust Officers in
good faith determines it to be in the best interests of the holders of the
Senior Notes to do so.

         SECTION 7.6. Reports by Trustee to Holders. If required by TIA Section
313(a), within 60 days after March 15 of any year, commencing the March 15
following the date of this Indenture, the Trustee shall mail to each Noteholder
a brief report dated as of such March 15 that complies with TIA Section 313(a);
provided that no such report need be transmitted if no such events listed in TIA
Section 313(a) have occurred within such period. The Trustee also shall comply
with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports
as required by TIA Section 313(c) and TIA Section 313(d).

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

         SECTION 7.7. Compensation and Indemnity. The Company and the Guarantors
(on a joint and several basis) shall pay to the Trustee from time to time such
compensation as shall be agreed in writing between the Company and the Trustee
(or in the absence of such an agreement, reasonable compensation) for its
services hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust). The Company
and the Guarantors (on a joint and several basis) shall reimburse the Trustee
upon request for all reasonable disbursements, expenses and advances incurred or
made by it in connection with its duties under this Indenture, including the
compensation, disbursements and expenses of the Trustee's agents and counsel.

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

         Notwithstanding the foregoing, the Company and the Guarantors need not
reimburse the Trustee for any expense or indemnify it against any loss or
liability incurred by the Trustee through its negligence or bad faith. To secure
the payment obligations of the Company and the Guarantors in this Indenture,
including without limitation, Sections 7.7 and 9.5, the Trustee and any
predecessor Trustee shall have a lien prior to the Senior Notes and the Senior
Indebtedness on all money or property held or collected by the Trustee in its
capacity as such, except such money or property held in trust to pay principal
of and interest on particular Senior Notes. The obligations of the Company and
the Guarantors under this Section 7.7 to compensate and indemnify the Trustee
and each predecessor Trustee and to pay or reimburse the Trustee and




<PAGE>
                                                                              58


each predecessor Trustee for expenses, disbursements and advances shall be joint
and several liabilities of the Company and each of the Guarantors and shall
survive the satisfaction and discharge of this Indenture, including the
termination or rejection hereof in any bankruptcy proceeding to the extent
permitted by law.

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

         SECTION 7.8. Replacement of Trustee. The Trustee may resign by so
notifying the Company and the Guarantors in writing, such resignation to become
effective upon the appointment of a successor Trustee. The Holders of a majority
in principal amount of the outstanding Senior Notes may remove the Trustee by
notifying the removed Trustee in writing and may appoint a successor Trustee
with the Company's written consent which consent shall not be unreasonably
withheld. The Company may remove the Trustee at its election if:

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

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

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

                  (4)      the Trustee otherwise becomes incapable of acting.

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

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

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.7 hereof, transfer all property held by it as Trustee to the successor
Trustee, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Noteholder. Notwithstanding replacement of the
Trustee pursuant to this Section 7.8, the Company's obligations under Section
7.7 hereof shall continue for the benefit of the retiring Trustee.


<PAGE>
                                                                              59


         SECTION 7.9. Successor Trustee by Consolidation, Merger or Conversion.
If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust assets to, another corporation or
national banking association, subject to Section 7.10 hereof, the successor
corporation or national banking association without any further act shall be the
successor Trustee.

         SECTION 7.10. Eligibility; Disqualification. This Indenture shall
always have a Trustee who satisfies the requirements of TIA Section 310(a)(1)
and (2) in every respect. The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition. The Trustee shall comply with TIA Section 310(b), including the
provision in Section 310(b)(1); provided that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or conflicts of interest or participation in other securities, of
the Company or the Guarantors are outstanding if the requirements for exclusion
set forth in TIA Section 310(b)(1) are met.

         SECTION 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

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

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

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

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

         SECTION 7.13. Co-Trustee and Separate Trustees. At any time or times,
for the purpose of meeting the legal requirements of any applicable
jurisdiction, the Company and the Trustee shall have power to appoint, and, upon
the written request of the Trustee or of the Holders of at least 33% in
principal amount of the Securities then outstanding, the Company shall for such
purpose join with the Trustee in the execution and delivery of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Trustee either to act as co-trustee, jointly with the Trustee, or to act as
separate trustee, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons, in the
capacity aforesaid, and for the benefit of the Holders, any property, title,
right or


<PAGE>
                                                                              60


power deemed necessary or desirable, subject to the other provisions of this
Section. If the Company does not join in such appointment within 15 days after
the receipt by it of a request so to do, or if an Event of Default shall have
occurred and be continuing, the Trustee alone shall have power to make such
appointment.

         Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee to more fully confirm to such
co-trustee or separate trustee such property, title, right or power, any and all
such instruments shall, on request, be executed, acknowledged and delivered by
the Company.

         Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

                  (a)      the Securities shall be authenticated and delivered,
and all rights, powers, duties and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or required to
be deposited or pledged with, the Trustee hereunder, shall be exercised solely,
by the Trustee;

                  (b)      the rights, powers, duties and obligations hereby
conferred or imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed either
by the Trustee or by the Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed singly by such co-trustee or
separate trustee;

                  (c)      the Trustee at any time, by an instrument in writing
executed by it, with the concurrence of the Company, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, it an Event of Default shall have occurred and be continuing, the Trustee
shall have power to accept the resignation of, or remove, any such co-trustee or
separate trustee without the concurrence of the Company. Upon the written
request of the Trustee, the Company shall join with the Trustee in the execution
and delivery of all instruments and agreements necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee or separate trustee
so resigned or removed may be appointed in the manner provided in this Section;

                  (d)      no co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Trustee, or any other
such trustee hereunder, and the Trustee shall not be personally liable by reason
of any act or omission of any such co-trustee or separate trustee;

                  (e)      any act of Holders delivered to the Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee;

                  (f)      any separate trustee or co-trustee may at any time
appoint the Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Indenture on its behalf and in its name; and


<PAGE>
                                                                              61


                  (g)      if any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new
successor trustee.

                                    ARTICLE 8

                       Amendments, Supplements and Waivers

         SECTION 8.1. Without Consent of Holders. The Company and/or one or more
Guarantors and the Trustee may modify, waive, amend or supplement this
Indenture, the Senior Notes, the Guarantees or the Collateral Documents without
notice to or consent of any Noteholder:

                           (1)      to comply with Section 5.1 hereof;

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

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

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

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

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

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

                           (8)      to reflect the terms of any agreements with
creditors of the Company and its Subsidiaries entered into pursuant to the Plan
of Reorganization or otherwise approved by the Bankruptcy Court in the Cases, or
to otherwise comply with the terms of the Plan of Reorganization;

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

                           (10)     to make any change that would provide any
additional rights or benefits to the Holders of the Senior Notes (including
providing for Guarantees of the Senior Notes and any supplemental indenture
required pursuant to Section 4.24 hereof) or that does not adversely affect the
legal rights under this Indenture of any such Holder; or

                           (11)     to add any additional Events of Default.


<PAGE>
                                                                              62


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

         SECTION 8.2. With Consent of Holders. The Company and/or one or more
Guarantors and the Trustee may modify, amend, waive or supplement this
Indenture, the Senior Notes, the Guarantees or the Collateral Documents (subject
to any amendment provisions contained therein) with the written consent of the
Holders of not less than a majority in aggregate principal amount of outstanding
Senior Notes. The Holders of not less than a majority in aggregate principal
amount of outstanding Senior Notes may waive compliance in a particular instance
by the Company with any provision of this Indenture or the Senior Notes. Subject
to Section 8.4, without the consent of each Noteholder affected, however, an
amendment, supplement or waiver, including a waiver pursuant to Section 6.4, may
not:

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

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

                  (3)      reduce the principal of or premium on or change the
stated maturity of any Senior Note;

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

                  (5)      change the amount or time of any payment required by
the Senior Notes;

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

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

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

                  (9)      release all or substantially all of the Collateral
from the Lien of this Indenture and the Collateral Documents (other than
pursuant to an Asset Sale in compliance with Section 4.8 hereof), or upon
payment in full of all Obligations of the Company hereunder and under the Senior
Notes; or


<PAGE>
                                                                              63

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

         After a modification, amendment, supplement or waiver under this
Section 8.2 becomes effective, the Company shall mail to the Holders a notice
briefly describing the modification, amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such modification,
amendment, supplement or waiver.

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

         SECTION 8.3. Compliance with Trust Indenture Act. Every amendment to or
supplement of this Indenture or the Senior Notes shall comply with the TIA as
then in effect.

         SECTION 8.4. Revocation and Effect of Consents. Until a modification,
amendment, supplement, waiver or other action becomes effective, a consent to it
by a Holder of a Senior Note is a continuing consent conclusive and binding upon
such Holder and every subsequent Holder of the same Senior Note or portion
thereof, and of any Senior Note issued upon the transfer thereof or in exchange
therefor or in place thereof, even if notation of the consent is not made on any
such Senior Note. Any such Holder or subsequent Holder, however, may revoke the
consent as to his Senior Note or portion of a Senior Note, if the Trustee
receives the notice of revocation before the date the modification, amendment,
supplement, waiver or other action becomes effective. Notwithstanding the
foregoing, nothing in this paragraph shall impair the right of any Holder under
TIA Section 316(b).

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

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

         SECTION 8.5. Notation on or Exchange of Senior Notes. If a
modification, amendment, supplement or waiver changes the terms of a Senior
Note, the Trustee may request the Holder of the Senior Note to deliver it to the
Trustee. In such case, the Trustee shall place an appropriate notation on the
Senior Note about the changed terms and return it to the Holder. Alternatively,
if the Company or the Trustee so determines, the Company in exchange for the
Senior Note shall issue and the Trustee shall authenticate a new security that
reflects the changed terms. Failure to make the appropriate notation or issue a
new Senior Note shall not affect the validity and effect of such modification,
amendment, supplement or waiver.


<PAGE>
                                                                              64


         SECTION 8.6. Trustee to Sign Amendments, etc. The Trustee shall sign
any modification, amendment, supplement or waiver authorized pursuant to this
Article 8 if the modification, amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such modification, amendment, supplement or waiver, the Trustee shall be
entitled to receive and, subject to Section 7.1 hereof, shall be fully protected
in relying upon an Officers' Certificate and an Opinion of Counsel stating that
such modification, amendment, supplement or waiver is authorized or permitted by
this Indenture and such supplemental indenture constitutes the legal, valid and
binding obligation of the Company and the Guarantors enforceable against each of
them in accordance with its terms (subject to customary exceptions). The Company
or any Guarantor may not sign a modification, amendment or supplement until the
Board of Directors of the Company or such Guarantor, as appropriate, approves
it.

                                   ARTICLE 9

                       Discharge Of Indenture; Defeasance

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

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

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

         SECTION 9.2. Legal Defeasance. The Company may at its option, by Board
Resolution, be discharged from its obligations with respect to the Senior Notes
and the Guarantors, if any, discharged from their obligations under the
Guarantees, if any, on the date the conditions set forth in Section 9.4 below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Senior Notes and to have satisfied
all its other obligations under such Senior Notes and this Indenture insofar as
such Senior Notes are concerned (and the Trustee, at the expense of the Company,
shall, subject to Section 9.6 hereof, execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of outstanding
Senior Notes to receive solely from the trust funds described in Section 9.4
hereof and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on such Senior Notes when such
payments are due, (B) the Company's


<PAGE>
                                                                              65


obligations with respect to such Senior Notes under Sections 2.3, 2.4, 2.5, 2.6,
2.7, 2.8 and 4.20 hereof, (C) the rights, powers, trusts, duties, and immunities
of the Trustee hereunder (including claims of, or payments to, the Trustee under
or pursuant to Section 7.7 hereof) and (D) this Article 9. Subject to compliance
with this Article 9, the Company may exercise its option under this Section 9.2
with respect to the Senior Notes notwithstanding the prior exercise of its
option under Section 9.3 below with respect to the Senior Notes.

         SECTION 9.3. Covenant Defeasance. At the option of the Company,
pursuant to a Board Resolution, the Company and the Guarantors, if any, shall be
released from their respective obligations under Sections 4.2 through 4.4
hereof, inclusive, Sections 4.6 through 4.17 hereof, inclusive, and Section 4.23
and clauses (iii) and (iv) of Section 5.1 hereof with respect to the outstanding
Senior Notes on and after the date the conditions set forth in Section 9.4
hereof are satisfied (hereinafter, "Covenant Defeasance") and the Senior Notes
shall thereafter be deemed to not be outstanding for purposes of any direction,
waiver, consent, declaration or act of the Holders (and the consequences
thereof) in connection with such covenants but shall continue to be outstanding
for all other purposes hereunder. For this purpose, such Covenant Defeasance
means that the Company and the Guarantors, if any, may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section or portion thereof, whether directly or
indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified
Section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Senior Notes shall be
unaffected thereby.

         SECTION 9.4. Conditions to Legal Defeasance or Covenant Defeasance. The
following shall be the conditions to application of Section 9.2 or Section 9.3
hereof to the outstanding Senior Notes:

                  (1)      the Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 7. 10 hereof who shall agree to comply with the
provisions of this Article 9 applicable to it) as funds in trust for the purpose
of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the Senior Notes, (A) money
in an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than the due date of any payment, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a
nationally-recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the principal of, premium, if any, and accrued interest on the
outstanding Senior Notes at the maturity date of such principal, premium, if
any, or interest, or on dates for payment and redemption of such principal,
premium, if any, and interest selected in accordance with the terms of this
Indenture and of the Senior Notes;

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


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                                                                              66


Bankruptcy Law applicable to the Company in respect of such deposit (it being
understood that this condition shall not be deemed satisfied until the
expiration of such period);

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

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

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

                  (6)      in the case of an election under Section 9.3 hereof,
the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of the outstanding Senior Notes will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Covenant Defeasance had not occurred;

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

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

         SECTION 9.5. Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous Provisions. All money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant
to Section 9.4 hereof in respect of the outstanding Senior Notes shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Senior Notes and this Indenture, to the payment, either directly or through any
Paying Agent as the Trustee may determine, to the Holders of such Senior Notes,
of all sums due


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                                                                              67


and to become due thereon in respect of principal, premium, if any, and accrued
interest, but such money need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no duty to invest such money
or U.S. Government Obligations.

         The Company and the Guarantors shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders
of the outstanding Senior Notes.

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

         SECTION 9.6. Reinstatement. If the Trustee or Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with Section 9.1,
9.2 or 9.3 hereof by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company and any
Guarantor under this Indenture, the Senior Notes and the Guarantees, if any,
shall be revived and reinstated as though no deposit had occurred pursuant to
this Article 9 until such time as the Trustee or Paying Agent is permitted to
apply all such money or U.S. Government Obligations in accordance with Section
9.1 hereof; provided, however, that if the Company or any Guarantors have made
any payment of principal of, premium, if any, or accrued interest on any Senior
Notes because of the reinstatement of their obligations, the Company or such
Guarantors, as the case may be, shall be subrogated to the rights of the Holders
of such Senior Notes to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.

         SECTION 9.7. Moneys Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture, all moneys then held by any Paying
Agent under the provisions of this Indenture shall, upon demand of the Company,
be paid to the Trustee, or if sufficient moneys have been deposited pursuant to
Section 9.4 hereof, to the Company (or, if such moneys had been deposited by any
Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

         SECTION 9.8. Moneys Held by Trustee. Any moneys deposited with the
Trustee or any Paying Agent or then held by the Company or any Guarantors in
trust for the payment of the principal of, premium, if any, or interest on any
Senior Note that are not applied but remain unclaimed by the Holder of such
Senior Note for two years after the date upon which the principal of, or
premium, if any, or interest on such Senior Note shall have respectively become
due and payable shall be repaid to the Company (or, if appropriate, the
Guarantors) upon Company Request, or if such moneys are then held by the Company
or any Guarantors in trust, such moneys shall be released from such trust; and
the Holder of such Senior Note entitled to


<PAGE>
                                                                              68


receive such payment shall thereafter, as an unsecured general creditor, look
only to the Company and the Guarantors, if any, for the payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; provided, however, that the Trustee or any such Paying
Agent, before being required to make any such repayment, may, at the expense of
the Company and the Guarantors, if any, either mail to each Noteholder affected,
at the address shown in the register of the Senior Notes maintained by the
Registrar pursuant to Section 2.3 hereof, or cause to be published once a week
for two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the city
of New York, New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company. After payment to the Company or the
Guarantors, if any, or the release of any money held in trust by the Company or
any Guarantors, as the case may be, Noteholders entitled to the money must look
only to the Company and any Guarantors for payment as general creditors unless
applicable abandoned property law designates another person.

         SECTION 9.9. Senior Note Collateral. Upon the Company's exercise under
Section 9.1 hereof of the option applicable under either Section 9.2 or 9.3, the
Collateral shall be released pursuant to Section 10.3 hereof.

                                   ARTICLE 10

                             Collateral And Security

         SECTION 10.1. Security. The due and punctual payment of the principal
of, premium, if any, and interest on the Senior Notes when and as the same shall
be due and payable, whether on an Interest Payment Date, at maturity, by
acceleration, repurchase, redemption or otherwise, and interest on the overdue
principal of, premium, if any, and interest on the Senior Notes and performance
of all other obligations of the Company and the Guarantors to the Holders of
Senior Notes or the Trustee under this Indenture, the Senior Notes and the
Guarantees, according to the terms hereunder or thereunder, shall be secured by
the Collateral, as provided in the Collateral Documents which the Company and
the applicable parties have entered into simultaneously with the execution of
this Indenture for the benefit of the Holders of Senior Notes. Each Holder of
Senior Notes, by its acceptance thereof, consents and agrees to the terms of the
Collateral Documents (including, without limitation, the provisions providing
for foreclosure and release of Collateral) as the same may be in effect or may
be amended from time to time in accordance with its terms and authorizes and
directs the Trustee to enter into the Collateral Documents and to perform its
obligations and exercise its rights thereunder in accordance therewith. The
Company and the Guarantors shall deliver to the Trustee copies of all documents
executed pursuant to this Indenture and the Collateral Documents and shall do or
cause to be done all such acts and things as may be necessary or proper, or as
may be required by the provisions of the Collateral Documents to assure and
confirm to the Trustee the security interest in the Collateral contemplated
hereby, by the Collateral Documents or any part thereof, as from time to time
constituted, so as to render the same available for the security and benefit of
this Indenture and of the Senior Notes and the Guarantees secured hereby,
according to the intent and purposes herein expressed. The Company shall take,
or shall cause its Subsidiaries to take any and all actions


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                                                                              69


reasonably required to cause the Collateral Documents to create and maintain, as
security for the obligations of the Company hereunder, a valid and enforceable
perfected priority Lien in and on all the Collateral in accordance with the
terms of the Collateral Documents.

         SECTION 10.2. Certificates, Opinions and Recording. The Company and the
Guarantors will cause this Indenture, if necessary, the applicable Collateral
Documents, including any financing statements, all amendments or supplements to
each of the foregoing and any other similar security documents as necessary, to
be registered, recorded and filed and/or re-recorded, re-filed and renewed in
such manner and in such place or places, if any, as may be required by law in
order fully to preserve and protect (a) the Lien securing the obligations under
the Senior Notes and the Guarantees of those Guarantors that are parties to the
Collateral Documents pursuant to the Collateral Documents and (b) the Lien of
the Guarantors that are parties to the Collateral Documents securing (for the
ratable benefit of the Holders of Senior Notes) the Senior Notes and the
Guarantees and to effectuate and preserve the security of the Holders of Senior
Notes and all rights of the Trustee.

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

                  (a)      Promptly after the execution and delivery of this
Indenture, and promptly after the execution and delivery of any other instrument
of further assurance or amendment, an Opinion of Counsel in the United States
(which may include one or more local counsel opinions as to matters concerning
the laws of affected jurisdictions) (i) stating that this Indenture, the Senior
Notes, the Pledge Agreement and the Designated Mortgages and such instruments of
further assurance or amendment, if any, are valid, binding and enforceable
obligations of the Company and its Subsidiaries which are signatories to those
agreements, subject to customary qualifications and exceptions (and any other
qualifications and exceptions reasonably acceptable to the Trustee), and (ii)
either (A) stating that, subject to customary assumptions and exclusions (and
any other qualifications and exceptions reasonably acceptable to the Trustee),
in the opinion of such counsel, this Indenture and other applicable Collateral
Documents or such instruments of further assurance or amendment either (i) have
been recorded, registered and filed to the extent necessary to make effective
the Lien intended to be created by this Indenture and such Collateral Documents
or documents of further assurance (as the case may be) or (ii) are in proper
form to be recorded, registered and filed in the filing offices specified in
such opinion and upon such filing will make effective the Lien intended to be
created by this Indenture and such Collateral Documents, and reciting the
details of such action or referring to prior Opinions of Counsel in which such
details are given, and stating that, subject to customary assumptions and
exclusions (and any other qualifications and exceptions reasonably acceptable to
the Trustee), as to such Indenture and Collateral Documents and such other
instruments such recording, registering and filing will be the only recordings,
registrations and filings necessary to perfect or give constructive notice of
the Liens granted therein and that no re-recordings, re-registerings or
re-filings will be necessary to maintain such perfection or notice, and further
stating that all financing statements and continuation statements (as
applicable) have been executed and provisions for the filing thereof have been
made to the reasonable satisfaction of the Trustee that are necessary fully to
preserve and protect the rights of the Holders of Senior Notes and the Trustee
hereunder and under the Collateral Documents or (B) stating that, subject to
customary assumptions and exclusions (and any other qualifications and
exceptions reasonably acceptable to the Trustee), in the opinion of such
counsel, no such action is necessary to make any Lien


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                                                                              70


created under the Indenture and/or any of the Collateral Documents effective as
intended by this Indenture and such Collateral Documents; and

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

                  (c)      The Company shall furnish to the Trustee the
certificate or opinions with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
TIA Section 314(a)(4)), as the case may be, required by TIA Section 314(d). Such
certificates or opinions will be subject to the terms of TIA Section 314(e).

         SECTION 10.3. Release of Collateral. (a) Subject to subsections (b),
(c), (d), (e) and (f) of this Section 10.3, Collateral may be released from the
Lien and security interest created by this Indenture and the Collateral
Documents at any time or from time to time upon the request of the Company
pursuant to an Officers' Certificate certifying that all terms for release and
conditions precedent hereunder and under the applicable Collateral Document have
been met and specifying (A) the identity of the Collateral to be released and
(B) the provision of this Indenture that authorizes such release. The Trustee
shall release, and shall give any necessary consent, waiver or instruction to
the Collateral Agent, to release (at the sole cost and expense of the Company)
(i) all Collateral that is contributed, sold, leased, conveyed, transferred or
otherwise disposed of, provided such contribution, sale, lease, conveyance,
transfer or other disposition is or will be in accordance with the provisions of
this Indenture, including, without limitation, the requirement that the net
proceeds, if any, from such contribution, sale, lease, conveyance, transfer or
other disposition are or will be applied in accordance with this Indenture and
that no Default or Event of Default has occurred and is continuing or would
occur immediately following such release; (ii) Collateral which may be released
with the consent of Holders pursuant to Article 8 hereof, (iii) all Collateral
(except as provided in Article 9 hereof) upon discharge or defeasance of this
Indenture in accordance with Article 9 hereof; (iv) all Collateral upon the
payment in full of all obligations of the Company with respect to the Senior
Notes; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to
Section 11.4 hereof. Upon receipt of such Officers' Certificate, an Opinion of
Counsel and any other opinions or certificates required by this Indenture and
the TIA, the Trustee shall execute, deliver or acknowledge any


<PAGE>
                                                                              71


necessary or proper instruments of termination, satisfaction or release to
evidence the release of any Collateral permitted to be released pursuant to this
Indenture and the Collateral Documents.

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

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

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

                  (e)      Notwithstanding the foregoing, the Company and each
Subsidiary, as the case may be, pursuant to the terms of this Indenture and the
Collateral Documents, may effect any disposition of Collateral and such
Collateral shall be released from the Lien and security interest created by this
Indenture and the Collateral Documents without the delivery of any opinions or
certificates upon any such release; provided that (i) Section 4.8 is complied
with and (ii) any property or assets acquired with any proceeds of such
disposition becomes subject to the Lien and security interest created by this
Indenture and the Collateral Documents; provided, further, that the Company
shall deliver to the Trustee, within 15 days after each of the six-month periods
ended April 15 and October 15 in each year, an Officers' Certificate to the
effect that all releases of Collateral by the Company or any Subsidiary, as the
case may be, during the preceding six-month period were in accordance with the
provisions of the Collateral Documents and this Indenture and that all proceeds
therefrom were used by the Company or such Subsidiary as permitted herein (or
will be so used within the time permitted by this Indenture).

                  (f)      The fair value of Collateral released from the Lien
and security interest created by this Indenture and the Collateral Documents
pursuant to Section 10.3(e) hereof shall not be considered in determining
whether the aggregate fair value of Collateral released from the Lien and
security interest created by this Indenture and the Collateral Documents in any
calendar year exceeds the 10% threshold specified in Section 314(d)(l) of the
TIA; provided that the Company's right to rely on this sentence at any time is
conditioned upon the Company having furnished to the Trustee the certificates
described in Section 10.3(e) hereof that were required to be furnished to the
Trustee at or prior to such time.


<PAGE>
                                                                              72


         SECTION 10.4. Protection of the Trust Estate. Upon prior written notice
to the Company and the Guarantors, the Trustee shall have the power (i) to
institute and maintain such suits and proceedings as it may deem expedient, to
prevent any impairment of the Collateral under any of the Collateral Documents;
and (ii) to enforce the obligations of the Company, the Guarantors or any
Restricted Subsidiary under this Indenture or the Collateral Documents, to
institute and maintain such suits and proceedings as may be expedient to prevent
any impairment of the Collateral under the Collateral Documents and in the
profits, rents, revenues and other income arising therefrom; including the power
to institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair any Collateral or be
prejudicial to the interests of the Holders of Senior Notes or the Trustee, to
the extent permitted thereunder.

         SECTION 10.5. Certificates of the Company. The Company shall furnish to
the Trustee, prior to each proposed release of Collateral pursuant to the
Collateral Documents (i) all documents required by TIA Section 314(d) and (ii)
an Opinion of Counsel in the United States, which opinion shall be subject to
customary assumptions and exclusions, to the effect that such accompanying
documents constitute all documents required by TIA Section 314(d). The Trustee
may, to the extent permitted by Sections 7.1 and 7.2 hereof, accept as
conclusive evidence of compliance with the foregoing provisions the appropriate
statements contained in such documents and such Opinion of Counsel.

         SECTION 10.6. Certificates of the Trustee. In the event that the
Company wishes to release Collateral in accordance with the Collateral Documents
and has delivered the certificates and documents required by the Collateral
Documents and Sections 10.3 and 10.5 hereof, the Trustee shall determine whether
it has received all documents required by TIA Section 314(d) in connection with
such release and, based on such determination and the Opinion of Counsel
delivered pursuant to Section 10.5(ii), shall deliver a certificate to the
Collateral Agent, setting forth such determination.

         SECTION 10.7. Authorization of Actions to be Taken by the Trustee Under
the Collateral Documents. Subject to the provisions of Sections 7.1 and 7.2
hereof and the Intercreditor Agreement, the Trustee may, without the consent of
the Holders of Senior Notes, direct, on behalf of the Holders of Senior Notes,
the Collateral Agent to take all actions it deems necessary or appropriate in
order to (a) enforce any of the terms of the Collateral Documents and (b)
collect and receive any and all amounts payable in respect of the Obligations of
the Company hereunder. Subject to the Intercreditor Agreement, the Trustee shall
have power to institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Collateral Documents or this Indenture, and such
suits and proceedings as the Trustee may deem expedient to preserve or protect
its interests and the interests of the Holders of Senior Notes in the Collateral
(including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the security interest hereunder or be prejudicial to the interests of the
Holders of Senior Notes or of the Trustee).


<PAGE>
                                                                              73


         SECTION 10.8. Authorization of Receipt of Funds by the Trustee Under
the Collateral Documents. Subject to the Intercreditor Agreement, upon an Event
of Default and so long as such Event of Default continues, the Trustee may
exercise in respect of the Collateral, in addition to the other rights and
remedies provided for herein, in the Collateral Documents or otherwise available
to it, all of the rights and remedies of a secured party under the Uniform
Commercial Code or other applicable law, and the Trustee may also upon obtaining
possession of the Collateral as set forth herein, without notice to the Company,
except as specified below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange, broker's board or at
any of the Trustee's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Trustee may deem commercially
reasonable. The Company acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the seller than if such a
sale were a public sale. The Company agrees that, to the extent notice of sale
shall be required by law, at least 10 days' notice to the Company of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification. The Trustee shall not be
obligated to make any sale regardless of notice of sale having been given. The
Trustee may adjourn any public or private sale from time to time by announcement
at the time and place fixed therefor, and such sale may, without further notice,
be made at the time and place to which it was so adjourned.

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

         SECTION 10.9. Termination of Security Interest. Upon the payment in
full of all Obligations of the Company under this Indenture and the Senior
Notes, or upon Legal Defeasance or Covenant Defeasance, the Trustee shall, at
the request of the Company, deliver a certificate to the Collateral Agent
stating that such Obligations have been paid in full, and instruct the
Collateral Agent to release the Liens pursuant to this Indenture and the
Collateral Documents.

         SECTION 10.10. Cooperation of Trustee. In the event the Company or any
Guarantor pledges or grants to the Trustee a security interest in additional
Collateral, the Trustee shall cooperate with the Company or such Guarantor in
reasonably and promptly agreeing to the form of, and executing as required, any
instruments or documents necessary to make effective the security interest in
the Collateral to be so pledged. To the extent practicable, the terms of any
security agreement or other instrument or document necessitated by any such
pledge shall be comparable to the provisions of the existing relevant Collateral
Documents. Subject to, and in accordance with the requirements of this Article
10 and the terms of the Collateral Documents, in the event that the Company or
any Guarantor engages in any transaction pursuant to Section 10.3, the Trustee,
subject to the provisions of Sections 10.3 and 10.5, shall cooperate with the
Company or such Guarantor in order to facilitate such transaction in accordance
with any

<PAGE>
                                                                             74


reasonable time schedule proposed by the Company, including by delivering and
releasing the Collateral in a prompt and reasonable manner.

         SECTION 10.11. Collateral Agent. The Collateral Agent may be delegated
any one or more of the duties or rights of the Trustee hereunder or under the
Collateral Documents or which are specified in any Collateral Documents,
including without limitation, the right to hold any Collateral in the name of,
registered to, or in the physical possession of, such Collateral Agent for the
ratable benefit of the Holders of the Senior Notes and the holders from time to
time of Senior Indebtedness. Such Collateral Agent shall have such rights and
duties as may be specified in the Intercreditor Agreement.

         SECTION 10.12. Intercreditor Agreement. The Company, the Trustee, the
Administrative Agent and the Collateral Agent are entering into the
Intercreditor Agreement which sets forth the relative rights of the Trustee and
the Holders, on the one hand, and the holders of the Senior Indebtedness, on the
other hand, as to the priority of payment of the Senior Indebtedness over the
Senior Notes and related obligations in certain circumstances. As among the
Holders, the Collateral shall be held for the equal and ratable benefit of such
Holders without preference, priority or distinction of any thereof over any
other. The terms of this Indenture and the Collateral Documents will be subject
to the terms of such Intercreditor Agreement and each Holder, by accepting a
Senior Note, agrees to all of the terms and provisions of such Intercreditor
Agreement which may be amended from time to time pursuant to the provisions
thereof and this Indenture. Without limiting the foregoing, each Holder, by
accepting a Senior Note, acknowledges and agrees that its rights to payment of
the obligations evidenced by the Senior Notes and the Guarantees may be subject
to the terms of any such Intercreditor Agreement and agrees that the Trustee is
hereby irrevocably authorized and directed to execute, deliver and perform such
Intercreditor Agreement, in accordance with their respective terms and, without
limitation, expressly authorizes the Trustee to appoint the "Joint Collateral
Agent" (as such term is defined in the Intercreditor Agreement, and herein the
"Collateral Agent") pursuant to such Intercreditor Agreement and upon the terms
thereof. The Trustee agrees that in the event of any conflict between this
Indenture and the Intercreditor Agreement, the provisions of such Intercreditor
Agreement shall control; provided, that no provision of such Intercreditor
Agreement shall be deemed to limit or subordinate the Trustee's right to
compensation, fees, expenses or indemnities under this Indenture, or the
Trustee's right to require Officers' Certificates or Opinions of Counsel in
accordance with the provisions of this Indenture. The provisions of this Section
shall be expressly for the benefit of the holders of the Senior Indebtedness and
may not be amended without the consent of the holders of a majority in principal
amount thereof (without thereby limiting any other provisions of this Indenture
or elsewhere provided for their benefit).

         SECTION 10.13. Agents Under Collateral Documents. Each Holder hereby
further authorizes the Trustee on behalf of and for the benefit of the Holders,
to be the agent for and representative of the Holders with respect to the
Collateral and the Collateral Documents and authorizes the Trustee to appoint
and direct the Collateral Agent to be the agent for and representative of the
Holders with respect to the Collateral and the Collateral Documents in
accordance with the provisions of the Intercreditor Agreement.


<PAGE>
                                                                              75


                                   ARTICLE 11

                            Guarantee of Senior Notes

         SECTION 11.1. Guarantee. Subject to the provisions of this Article 11,
each Guarantor hereby jointly and severally unconditionally and irrevocably
guarantees to each Holder and to the Trustee, on behalf of the Holders, (i) the
due and punctual payment of the principal of, premium, if any, and interest on
each Senior Note, when and as the same shall become due and payable, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on the overdue principal of, and premium, if any, and interest on the Senior
Notes, to the extent lawful, and the due and punctual performance of all other
Obligations of the Company to the Holders or the Trustee all in accordance with
the terms of such Senior Note and this Indenture, and (ii) in the case of any
extension of time of payment or renewal of any Senior Notes or any of such other
Obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, at stated maturity, by
acceleration or otherwise. Each Guarantor, by execution of the Guarantee, agrees
that its obligations thereunder and hereunder shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of any such Senior Note or this Indenture, any
failure to enforce the provisions of any such Senior Note or this Indenture, any
waiver, modification or indulgence granted to the Company with respect thereto
by the Holder of such Senior Note or the Trustee, any release of any Collateral,
or any other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or such Guarantor.

         Each Guarantor, by execution of the Guarantee, waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to any such Senior Note or
the Indebtedness evidenced thereby and all demands whatsoever, and covenants
that the Guarantee will not be discharged as to any such Senior Note except by
payment in full of the principal thereof, premium if any, and interest thereon
and as provided in Section 9.1 hereof. If any Holder or the Trustee is required
by any court or otherwise to return to the Company or any Guarantor or any
Custodian, trustee, liquidator or other similar official acting in relation to
either the Company or any Guarantor, any amount paid by either the Company or
any Guarantor to the Holder or Trustee, each Guarantor's Guarantee, to the
extent therefor discharged, shall be reinstated in full force and effect. Each
Guarantor, by execution of the Guarantee, further agrees that, as between such
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the Obligations guaranteed by the Guarantee may be
accelerated as provided in Article 6 hereof for the purposes of the Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed thereby, and (ii) in the
event of any declaration of acceleration of such Obligations as provided in
Article 6 hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of the
Guarantee. In addition, without limiting the foregoing provisions, upon the
effectiveness of an acceleration under Article 6 hereof, the Trustee shall
promptly make a demand for payment on the Senior Notes under any Guarantee
provided for in this Article 11 and not discharged. Failure to make such demand
shall not affect the validity or enforceability of the Guarantee upon any
Guarantor.


<PAGE>
                                                                              76


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

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

         SECTION 11.2. Execution and Delivery of Guarantees. To further evidence
the Guarantee set forth in this Article 11, each Guarantor shall execute a
Guarantee in the form included as part of Exhibit A hereto and hereby agrees
that a notation of such Guarantee shall be placed on each Senior Note
authenticated and made available for delivery by the Trustee and that this
Guarantee shall be executed on behalf of each Guarantor by the manual or
facsimile signature of an Officer of each Guarantor or its duly appointed agent.

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

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

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

         SECTION 11.3. Limitation of Guarantee. The obligations of each
Guarantor will be limited to the maximum amount as will, after giving effect to
all other contingent and fixed liabilities of such Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Guarantor under the Guarantee not constituting
a fraudulent conveyance or fraudulent transfer under Federal or state law. Each
Guarantor that makes a payment or distribution under a Guarantee shall be
entitled to a contribution from each other Guarantor in a pro rata amount based
on the Adjusted Net Assets of each Guarantor.

         SECTION 11.4. Release of Guarantor. A Guarantor shall be released from
all of its obligations under its Guarantee if:

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

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


<PAGE>
                                                                              77


                           (iii)    the Guarantor has been designated as an
                  Unrestricted Subsidiary pursuant to, and in compliance with,
                  Section 4.13 of this Indenture;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with. At the written request of the Company, the Trustee will promptly execute
and deliver appropriate instruments in forms reasonably acceptable to the
Company evidencing and further implementing any releases or discharges pursuant
to the foregoing provisions.

         SECTION 11.5. Additional Guarantors. The Company covenants and agrees
that it will cause any Person which becomes obligated to guarantee the Senior
Notes pursuant to the terms of Section 4.12 hereof, to execute a Guarantee
satisfactory in form and substance to the Trustee pursuant to which such Person
shall guarantee the obligations of the Company under the Senior Notes and this
Indenture in accordance with this Article 11 with the same effect and to the
same extent as if such Person had been named herein as a Guarantor.
Notwithstanding the foregoing, if such Person is a Subsidiary incorporated in a
jurisdiction other than the United States, and if and to the extent that the
execution of a Guarantee by such Person would have adverse tax consequences for
the Company or any of its Subsidiaries, the Company shall not be obligated to
cause such Person to execute a Guarantee, provided that the Company shall cause
65% (or such other greater or lesser percentage which as a result of a change of
law may be pledged without resulting in adverse tax consequences) of the issued
and outstanding shares of stock of such Person to become Collateral as and when
received by the Company or by any of its Subsidiaries.

                                   ARTICLE 12

                                  Miscellaneous

         SECTION 12.1. Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

         SECTION 12.2. Notices. Any notice or communication shall be given in
writing and delivered in person, sent by facsimile, delivered by commercial
courier service or mailed by first-class mail, postage prepaid, addressed as
follows:

         if to the Company or any Guarantor:

                                    Mariner Health Care, Inc.
                                    One Ravinia Drive, Suite 1500
                                    Atlanta, GA 30346
                                    Attention: General Counsel
                                    Telecopy: (678) 443-6778


<PAGE>
                                                                              78


         with a copy to:            Powell, Goldstein, Frazer & Murphy LLP
                                    191 Peachtree Street N.E., 16th Floor
                                    Atlanta, GA 30303
                                    Attention: Robert C. Lewinson, Esq.
                                    Telecopy: (404) 572-6999

         if to the Trustee:
                                    The Bank of New York
                                    101 Barclay Street, Floor 21W
                                    New York, NY 10286
                                    Telecopy:  (212) 896-7294/7

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

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

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

         Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders.

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

         SECTION 12.3. Communications by Holders with Other Holders. Holders may
communicate pursuant to TIA Section 312(b) with other Holders with respect to
their rights under this Indenture or the Senior Notes. The Company, the
Guarantors, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).

         SECTION 12.4. Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company or any Guarantor to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
statements set forth in Section 12.5 below) in form and substance reasonably
satisfactory to the Trustee stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with;

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


<PAGE>
                                                                              79


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

         SECTION 12.5. Statements Required in Certificate and Opinion. Each
certificate and opinion with respect to compliance with a condition or covenant
Provided for in this Indenture shall include:

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

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

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

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

         SECTION 12.6. When Treasury Senior Notes Disregarded. In determining
whether the Holders of the required aggregate principal amount of Senior Notes
have concurred in any direction, waiver or consent, Senior Notes owned by the
Company, any Guarantor or any other obligor on the Senior Notes or by any
Affiliate of any of them shall be disregarded as though they were not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Senior Notes which the Trustee actually knows are so owned shall be so
disregarded. Senior Notes so owned which have been pledged in good faith shall
not be disregarded if the pledgee establishes to the satisfaction of the Trustee
the pledgee's right so to act with respect to the Senior Notes and that the
pledgee is not the Company, a Guarantor or any other obligor upon the Senior
Notes or any Affiliate of any of them.

         SECTION 12.7. Rules by Trustee and Agents. The Trustee may make
reasonable rules for action by or meetings of Holders. The Registrar and Paying
Agent may make reasonable rules for their functions.

         SECTION 12.8. Business Days; Legal Holidays. A "Business Day" is a day
that is not a Legal Holiday. A "Legal Holiday" is a Saturday, a Sunday, a
federally-recognized holiday or a day on which banking institutions are not
required to be open in the State of New York. If a payment date is a Legal
Holiday at a place of payment, payment may be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

         SECTION 12.9. GOVERNING LAW. THIS INDENTURE AND THE SENIOR NOTES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS INDENTURE OR THE SENIOR NOTES.

<PAGE>
                                                                              80



         SECTION 12.10. No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan, security or debt
agreement of the Company or any Subsidiary thereof. No such indenture, loan,
security or debt agreement may be used to interpret this Indenture.

         SECTION 12.11. No Recourse Against Others. No recourse for the payment
of the principal of or premium, if any, or interest on any of the Senior Notes,
or for any claim based thereon or otherwise in respect thereof, and no recourse
under or upon any obligation, covenant or agreement of the Company or any
Guarantor in this Indenture or in any supplemental indenture, or in any of the
Senior Notes, or because of the creation of any Indebtedness represented
thereby, shall be had against any stockholder, officer, director, partner,
affiliate, beneficiary or employee, as such, past, present or future, of the
Company or of any successor corporation or against the property or assets of any
such stockholder, officer, employee, partner, affiliate, beneficiary or
director, either directly or through the Company or any Guarantor, or any
successor corporation thereof, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the Senior Notes are solely
obligations of the Company and the Guarantors, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, any
stockholder, officer, employee, partner, affiliate, beneficiary or director, as
such, of the Company or any Guarantor, or any successor corporation thereof,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or the Senior Notes or implied therefrom, and that any and all such personal
liability of, and any and all claims against every stockholder, officer,
employee, partner, affiliate, beneficiary and director, as such, are hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of the Senior Notes. Such waiver
may not be effective to waive liabilities under federal securities laws and it
is the view of the SEC that such waiver is against public policy. It is
understood that this limitation on recourse is made expressly for the benefit of
any such shareholder, employee, officer, partner, affiliate, beneficiary or
director and may be enforced by any one or all of them.

         SECTION 12.12. Successors. All agreements of the Company and the
Guarantors in this Indenture and the Senior Notes shall bind their respective
successors. All agreements of the Trustee, any additional trustee and any Paying
Agents in this Indenture shall bind their respective successors.

         SECTION 12.13. Multiple Counterparts. The parties may sign multiple
counterparts of this Indenture. Each signed counterpart shall be deemed an
original, but all of them together represent one and the same agreement.

         SECTION 12.14. Table of Contents, Headings, etc. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.


<PAGE>
                                                                              81


         SECTION 12.15. Separability. Each provision of this Indenture shall be
considered separable and if for any reason any provision which is not essential
to the effectuation of the basic purpose of this Indenture or the Senior Notes
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


<PAGE>
                                                                              82




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

                    MARINER HEALTH CARE, INC.


                    By:
                       ------------------------------------------------
                       Name:  Boyd P. Gentry
                       Title: Senior Vice President and Treasurer



                    On behalf of each entity named on the attached Schedule I


                    By:
                       ------------------------------------------------
                       Name:  Stefano M. Miele
                       Title: Vice President, or Vice President of
                              General Partner, or Vice President of
                              Sole Member


                    TRUSTEE,

                    THE BANK OF NEW YORK


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



<PAGE>


                                    EXHIBIT A

              FORM OF NOTATION ON SENIOR NOTE RELATING TO GUARANTEE

                                    GUARANTEE

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

         The obligations of the Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
11 of the Indenture and reference is hereby made to the Indenture for the
precise terms and limitations of this Guarantee. Capitalized terms used herein
shall have the meanings assigned to them in the Indenture unless otherwise
indicated.

                                           On behalf of each entity named below



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



            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                      A-1

<PAGE>


Aid & Assistance, Inc.
American Medical Insurance Billing Services, Inc.
American Pharmaceutical Services, Inc.
American Rehability Services, Inc.
Amerra Properties, Inc.
APS Holding Company, Inc.
APS Pharmacy Management, Inc.
Beechwood Heritage Retirement Community, Inc.
Brian Center Nursing Care/Austell, Inc.
Brian Center Health & Rehabilitation/Tampa, Inc.
Brian Center Health & Retirement/Allegheny, Inc.
Brian Center Health & Retirement/Bastian, Inc.
Brian Center Management Corporation
Brian Center Nursing Care/Fincastle, Inc.
Bride Brook Nursing & Rehabilitation Center, Inc.
Compass Pharmacy Services of Maryland, Inc.
Compass Pharmacy Services of Texas, Inc.
Compass Pharmacy Services, Inc.
Cornerstone Health Management Company
Devcon Holding Company
EH Acquisition Corp. III
GCI Health Care Centers, Inc.
GCI Rehab, Inc.
GCI Therapies, Inc.
GCI-Cal Therapies Company
GCI-Wisconsin Properties, Inc.
GranCare Home Health Services, Inc.
GranCare of North Carolina, Inc.
GranCare of Michigan, Inc.
GranCare South Carolina, Inc.
GranCare, LLC (f/k/a GranCare, Inc.)
Heritage of Louisiana, Inc.
Hospice Associates of America, Inc.
IHS Rehab Partnership, Ltd.
Mariner Health Care Management Company (f/k/a LC Management Company)
MHC Texas Holding Company, LLC (f/k/a LCA Operational Holding Company)
LCR, Inc.
Living Centers-East, Inc.
Living Centers Development Company
Living Centers-Southeast Development Corporation
Living Centers LTCP Development Company


                                      A-2
<PAGE>

Living Centers of Texas, Inc.
Living Centers-Rocky Mountain, Inc.
Living Centers-Southeast, Inc.
Long Ridge Nursing and Rehabilitation Center, Inc.
Longwood Rehabilitation Center, Inc.
Mariner Health at Bonifay, Inc.
Mariner Health Massachusetts Shelf Corporation (f/k/a Mariner Health Care, Inc.)
Mariner Health Care of Atlantic Shores, Inc.
Mariner Health Care of Deland, Inc.
Mariner Health Care of Fort Wayne, Inc.
Mariner Health Care of Greater Laurel, Inc.
Mariner Health Care of Inverness, Inc.
Mariner Health Care of Lake Worth, Inc.
Mariner Health Care of MacClenny, Inc.
Mariner Health Care of Metrowest, Inc.
Mariner Health Care of Nashville, Inc.
Mariner Health Care of North Hills, Inc.
Mariner Health Care of Orange City, Inc.
Mariner Health Care of Palm City, Inc.
Mariner Health Care of Pinellas Point, Inc.
Mariner Health Care of Port Orange, Inc.
Mariner Health Care of Southern Connecticut, Inc.
Mariner Health Care of Toledo, Inc.
Mariner Health Care of Tuskawilla, Inc.
Mariner Health Care of West Hills, Inc.
Mariner Health Central, Inc.
Mariner Health Home Care, Inc.
Mariner Health of Florida, Inc.
Mariner Health of Jacksonville, Inc.
Mariner Health of Maryland, Inc.
Mariner Health of Orlando, Inc.
Mariner Health of Palmetto, Inc.
Mariner Health of Seminole County, Inc.
Mariner Health of Tampa, Inc.
Mariner Health Properties IV, Ltd.
Mariner Health Resources, Inc.
Mariner Physician Services, Inc.
Mariner Practice Corporation
MHC Consolidating Corporation (f/k/a Mariner Healthcare Management Company)
Mariner-Regency Health Partners, Inc.
Mariner Supply Services, Inc.
MarinerSelect Staffing Solutions, Inc.
MedRehab, Inc.
MedRehab of Indiana, Inc.


                                      A-3
<PAGE>

MedRehab of Louisiana, Inc.
MedRehab of Missouri, Inc.
Med-Therapy Rehabilitation Services, Inc.
Merrimack Valley Nursing & Rehabilitation Center, Inc.
Methuen Nursing & Rehabilitation Center, Inc.
MHC Florida Holding Company
MHC Gulf Coast Holding Company
MHC Holding Company
MHC MidAmerica Holding Company
MHC MidAtlantic Holding Company
MHC Northeast Holding Company
MHC Recruiting Company
MHC Rehab Corp.
MHC Rocky Mountain Holding Company
MHC Transportation, Inc.
MHC West Holding Company
MHC/CSI Florida, Inc.
MHC/LCA Florida, Inc.
Mystic Nursing & Rehabilitation Center, Inc.
Nan-Dan Corp.
National Health Strategies, Inc.
National Heritage Realty, Inc.
The Ocean Pharmacy, Inc.
MHC Illinois, Inc. (f/k/a Omega/Indiana Care Corp.)
Park Terrace Nursing & Rehabilitation Center, Inc.
Pinnacle Care Corporation of Huntington
Pinnacle Care Corporation of Nashville
Pinnacle Care Corporation of Williams Bay
Pinnacle Care Corporation of Wilmington
Pinnacle Care Management Corporation
Pinnacle Pharmaceutical Services, Inc.
Pinnacle Rehabilitation, Inc.
Pinnacle Rehabilitation of Missouri, Inc.
Prism Care Centers, Inc.
Prism Health Group, Inc.
Prism Home Care, Inc.
Prism Home Care Company, Inc.
Prism Home Health Services, Inc.
Prism Hospital Ventures, Inc.
Prism Rehab Systems, Inc.
Professional Rx Systems, Inc.
Regency Health Care Center of Seminole County, Inc.
Rehability Health Services, Inc.
Renaissance Mental Health Center, Inc.
Sassaquin Nursing & Rehabilitation Center, Inc.
Seventeenth Street Associates Limited Partnership



                                      A-4
<PAGE>

Summit Medical Holdings, Ltd.
Summit Hospital of Southeast Arizona, Inc.
Summit Hospital of Southwest Louisiana, Inc.
Summit Institute for Pulmonary Medicine and Rehabilitation, Inc.
Summit Institute of Austin, Inc.
Summit Medical Management, Inc.
Tampa Medical Associates, Inc.
Tri-State Health Care, Inc.
Windward Health Care, Inc.



                                      A-5
<PAGE>
                                    EXHIBIT B

                                  FORM OF NOTE

                                 (FACE OF NOTE)

             [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT
                      TO THE PROVISIONS OF THE INDENTURE]

NUMBER _________                                        AMOUNT _________

                                                        CUSIP NUMBER _________
                            MARINER HEALTH CARE, INC.

                     SECOND PRIORITY SECURED NOTES DUE 2009

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

         Mariner Health Care, Inc., a Delaware corporation (the "Company," which
term includes any successor corporation), for value received promises to pay to
_______________ or registered assigns, the principal sum of
_____________________________ Dollars ($_________), on

         Interest Payment Dates: August 13, November 13, February 13, and May 13
of each year commencing August 13, 2002.

         Record Dates: each August 1, November 1, February 1, and May 1.

         Issue Date:  May 13, 2002.

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

                            [SIGNATURE PAGE ATTACHED]



                                      B-1
<PAGE>


IN WITNESS WHEREOF, the Company has caused this Second Priority Secured Note due
2009 to be signed manually or by facsimile by its duly authorized officers.

                                      MARINER HEALTH CARE, INC.


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

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



                                      B-2
<PAGE>

                         Certificate of Authentication:

         This is one of the Second Priority Secured Notes due 2009 referred to
in the within-mentioned Indenture.

Dated:   May 13, 2002


THE BANK OF NEW YORK, as Trustee

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



                                      B-3
<PAGE>

                                 (REVERSE SIDE)

                            MARINER HEALTH CARE, INC.

                     SECOND PRIORITY SECURED NOTES DUE 2009

1.       INTEREST.

                  (a)      Mariner Health Care, Inc., a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of the Senior
Notes at a floating rate per annum, reset quarterly, equal to 3-month LIBOR (as
defined below), plus 5.50%, from the most recent date to which interest has been
paid or duly provided for or, if no interest has been paid or duly provided for,
from the Issue Date, until the principal thereof becomes due and payable, and on
any overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same interest rate per annum, compounded quarterly, payable
quarterly in arrears on August 13, November 13, February 13, and May 13 of each
year, commencing August 13, 2002 (each, an "Interest Payment Date"), to the
person in whose name the Senior Notes are registered at the close of business on
the regular record date for such interest installment, which shall be the first
day of the month in which the relevant Interest Payment Date falls.

                  (b)      The interest rate on the Senior Notes for each
quarter (or other period for which interest is payable) will be determined on
the Determination Date (as defined below) for such quarter (or other period for
which interest is payable) and will be a per annum rate reset quarterly equal to
3-month LIBOR (determined as set forth below) plus 5.50%, and will be effective
as of the first day of such quarter (or other period for which interest is
payable).

                  (c)      On each Determination Date, the Calculation Agent
will calculate the interest rate, based on 3-month LIBOR, for each interest
period commencing on the second London Banking Day immediately following such
Determination Date.

         "3-month LIBOR" means, with respect to an interest period relating to a
Distribution Date, the London interbank offered rate for three-month, Eurodollar
deposits determined in the following order of priority:

                           (i)      the rate (expressed as a percentage per
annum) for Eurodollar deposits having a three-month maturity that appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination
Date;

                           (ii)     if such rate does not appear on Telerate
Page 3750 as of 11:00 a.m. (London time) on the related Determination Date,
3-month LIBOR will be the arithmetic mean of the rates (expressed as percentages
per annum) for Eurodollar deposits having a three-month maturity that appear on
Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of 11:00 a.m.
(London time) on such Determination Date;

                           (iii)    if such rate does not appear on Reuters
Page LIBO as of 11:00 a.m. (London time) on the related Determination Date, the
Calculation Agent will request the principal London offices of four leading
banks in the London interbank market to provide such



                                      B-4
<PAGE>

banks' offered quotations (expressed as percentages per annum) to prime banks in
the London interbank market for Eurodollar deposits having a three-month
maturity as of 11:00 a.m. (London time) on such Determination Date. If at least
two quotations are provided, 3-month LIBOR will be the arithmetic mean of such
quotations;

                           (iv)     if fewer than two such quotations are
provided as requested in clause (iii) above, the Calculation Agent will request
four major New York City banks to provide such banks' offered quotations
(expressed as percentages per annum) to leading European banks for loans in
Eurodollars as of 11:00 a.m. (London time) on such Determination Date. If at
least two such quotations are provided, 3-month LIBOR will be the arithmetic
mean of such quotations; and

                           (v)      if fewer than two such quotations are
provided as requested in clause (iv) above, 3-month LIBOR will be 3-month LIBOR
determined with respect to the interest period immediately preceding such
current interest period.

         If the rate for Eurodollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case may
be, as of 11:00 a.m. (London time) on the related Determination Date is
superceded on Telerate Page 3750 or Reuters Page LIBO, as the case may be, by a
corrected rate before 12:00 noon (London time) on such Determination Date, the
corrected rate as so substituted on the applicable page will be the applicable
3-month LIBOR for such Determination Date.

         As used herein:

         "Calculation Agent" means The Bank of New York.

         "Determination Date" means the date that is two London Banking Days
preceding the first day of any quarter or other period for which an interest
payment will be payable.

         "London Banking Day" means a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

         "Telerate Page 3750" means the display designated as "Page 3750" on the
Dow Jones Telerate Service (or such other page as may replace Page 3750 on that
service or such other service or services as may be nominated by the British
Bankers' Association as the information vendor for the purpose of displaying
London interbank offered rates for U.S. dollar deposits).

                  (d)      All percentages resulting from any calculations on
the Senior Notes will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five one-millionths of a
percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded to
9.87655% (or .09876555)), and all dollar amounts used in or resulting from such
calculation will be rounded to the nearest cent (with one-half cent being
rounded upward).

                  (e)      On the Determination Date, the Calculation Agent
shall notify the Company and the Paying Agent of the applicable interest rate in
effect for the related interest rate period. The Calculation Agent shall, upon
the request of a holder of Senior Notes, provide the interest rate then in
effect. All calculations made by the Calculation Agent in the absence of
manifest error shall be conclusive for all purposes and binding on the Company
and the holders of the Senior Notes.


                                      B-5
<PAGE>

                  (f)      The amount of interest payable on any Interest
Payment Date shall be computed on the basis of the actual number of days elapsed
and a 360-day year.

2.       METHOD OF PAYMENT.

         The Company will pay interest on this Senior Note provided for in
Paragraph 1 above (except defaulted interest) to the person who is the
registered Holder of this Note at the close of business on the first day of the
month in which the relevant Interest Payment Date falls (whether or not such day
is a Business Day). The Holder must surrender this Note to a Paying Agent to
collect principal payments due on the Maturity Date. The Company will pay
principal, premium, if any, and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts;
provided, however, that the Company may pay principal, premium, if any, and
interest by check payable in such money. It may mail an interest check to the
Holder's registered address. Notwithstanding the foregoing, all payments with
respect to the Senior Notes, the Holders of which have given wire transfer
instructions to the Paying Agent on or before the relevant record date pursuant
to the Indenture (as hereinafter defined), shall be made by wire transfer of
immediately available funds to the accounts specified by such Holders.

3.       PAYING AGENT AND REGISTRAR.

         Initially, The Bank of New York (the "Trustee"), will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to the Holders of the Senior Notes. Neither the Company nor any
of its Subsidiaries or Affiliates may act as Paying Agent but may act as
Registrar or co-Registrar.

4.       INDENTURE AND COLLATERAL DOCUMENTS.

         The Company issued this Senior Note under an Indenture dated as of May
13, 2002 (as such may be amended, supplemented, waived and modified from time to
time, the "Indenture") by and among the Company, the Guarantors party thereto
and the Trustee. The terms of this Senior Note include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 as in effect on the date of the Indenture. This Senior
Note is subject to all such terms, and the Holder of this Senior Note is
referred to the Indenture and said Trust Indenture Act for a statement of them.
The terms of the Indenture shall govern any inconsistencies between the
Indenture and the Senior Notes or the Guarantee. The Senior Notes are secured by
the Collateral (as defined in the Indenture) pursuant to the Collateral
Documents and may be released pursuant to the terms thereof, subject to the
terms of this Indenture. The Collateral Documents govern the rights in and to
the Collateral of the holders from time to time of Senior Indebtedness and of
the Trustee and the Holders. All capitalized terms in this Senior Note, unless
otherwise defined, have the meanings assigned to them by the Indenture. Without
limiting the foregoing, each Holder, by accepting this Senior Note, authorizes
the Trustee on behalf of and for the benefit of each Holder, to be the agent for
and representative of each Holder with respect to the Collateral and the
Collateral Documents and authorizes the Trustee to appoint and direct the
Collateral Agent (as defined in the Indenture) to be the agent for and
representative of each Holder with respect to the Collateral and the Collateral
Documents in accordance with the provisions of the Intercreditor Agreement.


                                      B-6
<PAGE>

         The Senior Notes are secured obligations of the Company of up to
$150,000,000 in aggregate principal amount, subject to adjustment as provided in
the Indenture. The Indenture imposes certain restrictions on, among other
things, the Company's ability to consolidate or merge with or into, or to
transfer all or substantially all of its assets to, another person.

5.       OPTIONAL REDEMPTION.

         Subject to the terms of Section 3.7 of the Indenture, the Company may
at any time redeem the Senior Notes, in whole or in part, at a redemption price
equal to 100% of the principal amount thereof, together with accrued and unpaid
interest to the Redemption Date.

6.       NOTICE OF REDEMPTION.

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

7.       GUARANTEE.

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

8.       INTERCREDITOR AGREEMENT.

         The Intercreditor Agreement sets forth the relative rights of the
Trustee and the Holders, on the one hand, and the holders of the Senior
Indebtedness, on the other hand, as to the priority of payment of the Senior
Indebtedness over the Senior Notes and related obligations in certain
circumstances. The terms of the Senior Notes are subject to the terms of the
Intercreditor Agreement and each Holder, by accepting this Senior Note, agrees
to all of the terms and provisions of the Intercreditor Agreement which may be
amended from time to time pursuant to the provisions thereof and this Indenture.
Without limiting the foregoing, each Holder, by accepting this Senior Note,
acknowledges and agrees that its rights to payment of the obligations evidenced
by the Senior Notes and the Guarantees are subject to the terms of the
Intercreditor Agreement, and authorizes the Trustee to give effect thereto and
appoints the Trustee as attorney in fact for such purpose and, without
limitation, expressly authorizes the Trustee to appoint the Joint Collateral
Agent, referred to in the Indenture as the Collateral Agent, pursuant to the
Intercreditor Agreement and upon the terms thereof.


                                      B-7
<PAGE>

9.       DENOMINATIONS, TRANSFER, EXCHANGE.

         The Senior Notes are in registered form without coupons in
denominations of whole dollar integrals. A Holder may register the transfer or
exchange of Senior Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange any
Senior Note selected for redemption or register the transfer of or exchange any
Senior Note for a period of 15 days before a selection of Senior Notes to be
redeemed or any Senior Note after it is called for redemption in whole or in
part, except the unredeemed portion of any Senior Note being redeemed in part.

10.      PERSONS DEEMED OWNERS.

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

11.      UNCLAIMED MONEY.

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

12.      AMENDMENT, SUPPLEMENT AND WAIVER.

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

13.      SUCCESSOR ENTITY.

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


                                      B-8
<PAGE>

14.      DEFAULTS AND REMEDIES.

         Events of Default are set forth in the Indenture. If an Event of
Default (other than an Event of Default pursuant to Section 6.1(7) or (8) of the
Indenture) occurs and is continuing, the Trustee by notice to the Company or the
Holders of not less than 25% in aggregate principal amount of the Senior Notes
then outstanding by written notice to the Company and the Trustee, may declare
to be immediately due and payable the entire principal amount of all the Senior
Notes then outstanding plus premium, if any, and accrued but unpaid interest to
the date of acceleration and such amounts shall become immediately due and
payable. In case an Event of Default specified in Section 6.1(7) or (8) of the
Indenture occurs, such principal amount, together with premium, if any, and
interest with respect to all of the Senior Notes, shall be due and payable
immediately without any declaration or other act on the part of the Trustee or
the Holders of the Notes. The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal, premium, if any,
or interest) if it determines that withholding notice is in their interests.

15.      TRUSTEE DEALINGS WITH THE COMPANY.

         The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Senior Notes, make loans to, accept
deposits from, and perform services for the Company, any Guarantor or their
Affiliates, and may otherwise deal with the Company, any Guarantor or their
Affiliates, as if it were not the Trustee.

16.      NO RECOURSE AGAINST OTHERS.

         As more fully described in the Indenture, no past, present or future
director, officer, employee, partner, affiliate, beneficiary or stockholder, as
such, of the Company or any Guarantor shall have any liability for any
obligations of the Company or any Guarantor under the Senior Notes or the
Indenture or for any claim based on, in respect or by reason of, such
obligations or their creation. The Holder of this Senior Note by accepting this
Senior Note waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Senior Note. Such waiver may
not be effective to waive liabilities under federal securities laws and it is
the view of the SEC that such waiver is against public policy.

17.      DEFEASANCE AND COVENANT DEFEASANCE.

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

18.      ABBREVIATIONS.

         Customary abbreviations may be used in the name of a Holder of a Note
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).


                                      B-9
<PAGE>

19.      CUSIP NUMBERS.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Senior Notes and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Holders of the Senior Notes. No
representation is made as to the accuracy of such numbers either as printed on
the Senior Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

20.      GOVERNING LAW.

         THE INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE OR THE SENIOR NOTES.

         THE COMPANY WILL FURNISH TO ANY HOLDER OF A SENIOR NOTE UPON WRITTEN
REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
MARINER HEALTH CARE, INC., ONE RAVINIA DRIVE, SUITE 1500, ATLANTA, GEORGIA
30346, ATTENTION: GENERAL COUNSEL (OR SUCH OTHER ADDRESS AS THE COMPANY MAY
DESIGNATE FROM TIME TO TIME FOR SUCH PURPOSE IN WRITTEN NOTICE TO THE HOLDERS OF
SENIOR NOTES.

21.      AUTHENTICATION.

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



                                      B-10
<PAGE>



                               ASSIGNMENT FORM(1)

         I or we assign and transfer this Senior Note to:

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


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


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

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


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

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

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


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

         Date:
              -------------------------------------------------------------

         Your Signature:
                        -----------------------------------------------

         (Sign exactly as your name appears on the other side of this Note)

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




 (1) THIS ASSIGNMENT FORM SHOULD BE INCLUDED ONLY IF THE NOTE IS IN DEFINITIVE
FORM.


                                      B-11
<PAGE>


         OPTION OF HOLDER TO ELECT PURCHASE

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

         [ ]

         If you want to have only part of the Senior Note purchased by the
Company pursuant to Section 4.8 of the Indenture, state the amount you elect to
have purchased: $______ multiple of $1,000)

Date:                                       .
         ------------------------------------

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

Signature Guaranteed

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



                                      B-12
<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:


<TABLE>
<CAPTION>
                               Amount of                                 Principal Amount
                              decrease in        Amount of increase     of this Global Note       Signature of
                               Principal            in Principal          following such       authorized officer
                                Amount             Amount of this          decrease (or        of Trustee or Note
Date of Exchange          of this Global Note        Global Note             increase)              Custodian
----------------          -------------------    ------------------     -------------------    ------------------
<S>                       <C>                    <C>                    <C>                    <C>


</TABLE>



(1)  THIS SCHEDULE SHOULD BE INCLUDED ONLY IF THE NOTE IS IN GLOBAL FORM.



                                      B-13
<PAGE>

                                    EXHIBIT C

                           FORM OF GLOBAL NOTE LEGEND

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

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

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


                                      C-1

<PAGE>

                                    EXHIBIT D

                         FORM OF SUPPLEMENTAL INDENTURE

         THIS SUPPLEMENTAL INDENTURE, dated as of ________, between
_________________ (the "Guarantor"), a subsidiary of Mariner Health Care, Inc.,
a Delaware corporation, and ____________, as trustee under the Indenture as
defined below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, Mariner Health Care, Inc. (the "Company") and the Guarantors
as listed on Schedule 1 to the Indenture, have heretofore executed and delivered
to the Trustee an indenture (the "Indenture"), dated as of May 13, 2002,
providing for the issuance of up to an aggregate principal amount of
$150,000,000 of Second Priority Secured Notes due 2009 (the "Senior Notes");

         WHEREAS, Section 4.24 of the Indenture provides that under certain
circumstances the Company is required to cause the Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the Guarantor
shall unconditionally guarantee all of the Company's Obligations under the
Senior Notes pursuant to a Guarantee on the terms and conditions set forth
herein; and

         WHEREAS, pursuant to Section 8.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

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

         1.       CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE. The Guarantor hereby agrees, jointly
and severally with all other Guarantors, to guarantee the Company's obligations
under the Senior Notes on the terms and subject to the conditions set forth in
Article 11 of the Indenture and to be bound by all other applicable provisions
of the Indenture.

         3.       NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, partner, affiliate, beneficiary or stockholder of
the Guarantor, as such, shall have any liability for any obligations of the
Company or any Guarantor under the Senior Notes, any Guarantees, the Indenture
or this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of the Senior Notes
by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Senior Notes. Such
waiver or release may not be effective to waive or release liabilities under the
federal securities laws and it is the view of the SEC that such waiver is
against public policy.


                                      D-1
<PAGE>

         4.       NEW YORK LAW TO GOVERN. The laws of the State of New York
shall govern and be used to construe this Supplemental Indenture.

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

         6.       EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         7.       THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guarantor and the Company.

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

Dated:____________, ____

[Guarantor]

By: ____________________________
    Name:
    Title:



                                         _____________________, as Trustee


                                         By: _____________________________
                                             Name:
                                             Title:


<PAGE>

                                                                      SCHEDULE 1

                               LIST OF GUARANTORS


Aid & Assistance, Inc.
American Medical Insurance Billing Services, Inc.
American Pharmaceutical Services, Inc.
American Rehability Services, Inc.
Amerra Properties, Inc.
APS Holding Company, Inc.
APS Pharmacy Management, Inc.
Beechwood Heritage Retirement Community, Inc.
Brian Center Nursing Care/Austell, Inc.
Brian Center Health & Rehabilitation/Tampa, Inc.
Brian Center Health & Retirement/Alleghany, Inc.
Brian Center Health & Retirement/Bastian, Inc.
Brian Center Management Corporation
Brian Center Nursing Care/Fincastle, Inc.
Bride Brook Nursing & Rehabilitation Center, Inc.
Compass Pharmacy Services of Maryland, Inc.
Compass Pharmacy Services of Texas, Inc.
Compass Pharmacy Services, Inc.
Cornerstone Health Management Company
Devcon Holding Company
EH Acquisition Corp. III
GCI Health Care Centers, Inc.
GCI Rehab, Inc.
GCI Therapies, Inc.
GCI-Cal Therapies Company
GCI-Wisconsin Properties, Inc.
GranCare Home Health Services, Inc.
GranCare of North Carolina, Inc.
GranCare of Michigan, Inc.
GranCare South Carolina, Inc.
GranCare, LLC (f/k/a GranCare, Inc.)
Heritage of Louisiana, Inc.
Hospice Associates of America, Inc.
IHS Rehab Partnership, Ltd.
Mariner Health Care Management Company (f/k/a LC Management Company) MHC Texas
Holding Company, LLC (f/k/a LCA Operational Holding Company) LCR, Inc.
Living Centers-East, Inc.
Living Centers Development Company


                                      I-1
<PAGE>

Living Centers-Southeast Development Corporation
Living Centers LTCP Development Company
Living Centers of Texas, Inc.
Living Centers-Rocky Mountain, Inc.
Living Centers-Southeast, Inc.
Long Ridge Nursing and Rehabilitation Center, Inc.
Longwood Rehabilitation Center, Inc.
Mariner Health at Bonifay, Inc.
Mariner Health Massachusetts Shelf Corporation (f/k/a Mariner Health Care, Inc.)
Mariner Health Care of Atlantic Shores, Inc.
Mariner Health Care of Deland, Inc.
Mariner Health Care of Fort Wayne, Inc.
Mariner Health Care of Greater Laurel, Inc.
Mariner Health Care of Inverness, Inc.
Mariner Health Care of Lake Worth, Inc.
Mariner Health Care of MacClenny, Inc.
Mariner Health Care of Metrowest, Inc.
Mariner Health Care of Nashville, Inc.
Mariner Health Care of North Hills, Inc.
Mariner Health Care of Orange City, Inc.
Mariner Health Care of Palm City, Inc.
Mariner Health Care of Pinellas Point, Inc.
Mariner Health Care of Port Orange, Inc.
Mariner Health Care of Southern Connecticut, Inc.
Mariner Health Care of Toledo, Inc.
Mariner Health Care of Tuskawilla, Inc.
Mariner Health Care of West Hills, Inc.
Mariner Health Central, Inc.
Mariner Health Home Care, Inc.
Mariner Health of Florida, Inc.
Mariner Health of Jacksonville, Inc.
Mariner Health of Maryland, Inc.
Mariner Health of Orlando, Inc.
Mariner Health of Palmetto, Inc.
Mariner Health of Seminole County, Inc.
Mariner Health of Tampa, Inc.
Mariner Health Properties IV, Ltd.
Mariner Health Resources, Inc.
Mariner Physician Services, Inc.
Mariner Practice Corporation
MHC Consolidating Corporation (f/k/a Mariner Healthcare Management Company)
Mariner-Regency Health Partners, Inc.
Mariner Supply Services, Inc.
MarinerSelect Staffing Solutions, Inc.

                                      I-2
<PAGE>

MedRehab, Inc.
MedRehab of Indiana, Inc.
MedRehab of Louisiana, Inc.
MedRehab of Missouri, Inc.
Med-Therapy Rehabilitation Services, Inc.
Merrimack Valley Nursing & Rehabilitation Center, Inc.
Methuen Nursing & Rehabilitation Center, Inc.
MHC Florida Holding Company
MHC Gulf Coast Holding Company
MHC Holding Company
MHC MidAmerica Holding Company
MHC MidAtlantic Holding Company
MHC Northeast Holding Company
MHC Recruiting Company
MHC Rehab Corp.
MHC Rocky Mountain Holding Company
MHC Transportation, Inc.
MHC West Holding Company
MHC/CSI Florida, Inc.
MHC/LCA Florida, Inc.
Mystic Nursing & Rehabilitation Center, Inc.
Nan-Dan Corp.
National Health Strategies, Inc.
National Heritage Realty, Inc.
The Ocean Pharmacy, Inc.
MHC Illinois, Inc. (f/k/a Omega/Indiana Care Corp.)
Park Terrace Nursing & Rehabilitation Center, Inc.
Pinnacle Care Corporation of Huntington
Pinnacle Care Corporation of Nashville
Pinnacle Care Corporation of Williams Bay
Pinnacle Care Corporation of Wilmington
Pinnacle Care Management Corporation
Pinnacle Pharmaceutical Services, Inc.
Pinnacle Rehabilitation, Inc.
Pinnacle Rehabilitation of Missouri, Inc.
Prism Care Centers, Inc.
Prism Health Group, Inc.
Prism Home Care, Inc.
Prism Home Care Company, Inc.
Prism Home Health Services, Inc.
Prism Hospital Ventures, Inc.
Prism Rehab Systems, Inc.
Professional Rx Systems, Inc.
Regency Health Care Center of Seminole County, Inc.
Rehability Health Services, Inc.
Renaissance Mental Health Center, Inc.


                                      I-3
<PAGE>

Sassaquin Nursing & Rehabilitation Center, Inc.
Seventeenth Street Associates Limited Partnership
Summit Medical Holdings, Ltd.
Summit Hospital of Southeast Arizona, Inc.
Summit Hospital of Southwest Louisiana, Inc.
Summit Institute for Pulmonary Medicine and Rehabilitation, Inc.
Summit Institute of Austin, Inc.
Summit Medical Management, Inc.
Tampa Medical Associates, Inc.
Tri-State Health Care, Inc.
Windward Health Care, Inc.


                                      I-4

<PAGE>

                                                                   SCHEDULE 1.1A

                  POTENTIAL TRANSFERS TO PREPETITION CREDITORS

OWNED FACILITIES

<TABLE>
<CAPTION>
              Facility                           Owner/Transferor                             Creditor/Transferee
              --------                           ----------------                             -------------------
<S>                                    <C>                                    <C>
Mariner Health of Kensington           Mariner Health of Maryland, Inc.       Nationwide Health Properties, Inc.

Flora HealthCare Center                EH Acquisition Corp. III               LaSalle National Bank, as Trustee under that
                                                                              certain Pooling and Servicing Agreement effective
                                                                              as of December 1, 1995 relating to Commercial
                                                                              Mortgage Pass-Through Certificates Series RMF
                                                                              1995-1 ("LaSalle")

Parkway Health Care Center             EH Acquisition Corp. III               LaSalle

Lafayette Health Care Center           EH Acquisition Corp. III               LaSalle

Birchwood Nursing Home                 EH Acquisition Corp. III               LaSalle

Crestview HealthCare Center            EH Acquisition Corp. III               LaSalle

Dixon Health Care Center               EH Acquisition Corp. III               LaSalle

Mariner Health Care of Deland          Mariner Health Care of Deland, Inc.    HUD
</TABLE>


LEASED FACILITIES

<TABLE>
<CAPTION>
              Facility                        Lessee/Transferor                             Lessor/Transferee
              --------                        ----------------                             -------------------
<S>                                    <C>                                    <C>
Care Inn of Ganado                     Living Centers of Texas, Inc.          Studer/Morton Companies, Inc.
Care Inn of Gladewater                 Living Centers of Texas, Inc.          Studer/Morton Companies, Inc.
Mariner Health of Southern Maryland    Mariner Health of Maryland, Inc.       Nationwide Health Properties, Inc.
Brookview HealthCare Center            GranCare South Carolina, Inc.          Brookview House, Inc.
Lynn Lodge Nursing Center              Living Centers of Texas, Inc.          Seven Landlords, J.V. (leasehold interest to be
                                                                              transferred to approved third party operator)
</TABLE>


OTHER DISPOSITIONS OR TRANSFERS

         -        Transfers or sales of furnishings, fixtures and equipment used
                  at the above-named Facilities.

         -        Potential transfer of the capital stock of MedRehab, Inc.,
                  MedRehab of Louisiana, Inc., MedRehab of Indiana, Inc. and
                  MedRehab of Missouri, Inc. to Edwin and Donna Porche,
                  depending upon outcome of litigation.


                                     1.1A-1

<PAGE>

                                                                   SCHEDULE 1.1B


                             CONSOLIDATED CASH FLOW
                           AVAILABLE FOR FIXED CHARGES


As of each fiscal quarter end set forth below, Consolidated Cash Flow Available
for Fixed Charges shall be fixed at the amount set forth below for the periods
indicated:

<TABLE>
<CAPTION>
                                                                               Consolidated Cash Flow
                        Period                                               Available for Fixed Charges
                        ------                                               ---------------------------
<S>                                                                <C>
April 1, 2001 through June 30, 2001                                                  $35,441,667

July 1, 2001 through September 30, 2001                                              $26,741,667

October 1, 2001 through December 31, 2001                                            $34,341,667

January 1, 2002 through March 31, 2002                              $12,100,000 plus the sum of (A) Depreciation and
                                                                    Amortization, (B) Operating Income, and 1/3 of Rent
                                                                    Expense as presented in the Company's Consolidate
                                                                    Statement of Operations in its Form 10-Q for the
                                                                    quarter ended March 31, 2002. As of the Issue Date,
                                                                          this total is estimated at $37,041,667.
</TABLE>

                                     1.1B-1

<PAGE>
                                                                   SCHEDULE 1.1C
                              DESIGNATED MORTGAGES

<TABLE>
<CAPTION>
              FACILITY NAME                           MORTGAGOR                         CITY             STATE     OWN/LEASE
              -------------                           ---------                         ----             -----     ---------
<S>                                           <C>                                     <C>                <C>       <C>
OWNED SKILLED NURSING FACILITIES

Courtyard Care Center                         GranCare, LLC                           San Jose            CA          Owned
Diamond Ridge Health Care Center              GranCare, LLC                           Pittsburg           CA          Owned
Excell Health Care Center                     GranCare, LLC                           Oakland             CA          Owned
Flagship HealthCare Center                    GranCare, LLC                           Newport Beach       CA          Owned
Golden Hills Health Care Center               GranCare, LLC                           San Diego           CA          Owned
Mission Carmichael Health Care Center         GranCare, LLC                           Carmichael          CA          Owned
Sky Park Gardens Assisted Living Center       GranCare, LLC                           Sacramento          CA          Owned
Tarzana Health and Rehabilitation Center      GranCare, LLC                           Tarzana             CA          Owned
Alpine Living Center                          Living Centers-Rocky Mountain, Inc.     Thornton            CO          Owned
Applewood Living Center                       Living Centers-Rocky Mountain, Inc.     Longmont            CO          Owned
Aspen Living Center                           Living Centers-Rocky Mountain, Inc.     Colorado Springs    CO          Owned
Berthoud Living Center                        Living Centers-Rocky Mountain, Inc.     Berthoud            CO          Owned
</TABLE>


                                     1.1C-1
<PAGE>

<TABLE>
<CAPTION>
              FACILITY NAME                           MORTGAGOR                               CITY           STATE     OWN/LEASE
              -------------                           ---------                               ----           -----     ---------
<S>                                                   <C>                                  <C>               <C>       <C>
Boulder Manor                                      Living Centers-Rocky Mountain, Inc.     Boulder             CO         Owned
Cedarwood Health Care Center                       Living Centers-Rocky Mountain, Inc.     Colorado Springs    CO         Owned
Cherry Park Progressive Care Center                Living Centers-Rocky Mountain, Inc.     Englewood           CO         Owned
Colonial Columns Nursing Center                    Living Centers-Rocky Mountain, Inc.     Colorado Springs    CO         Owned
Fort Collins Health Care Center                    Living Centers-Rocky Mountain, Inc.     Fort Collins        CO         Owned
Four Corners Health Care Center                    Living Centers-Rocky Mountain, Inc.     Durango             CO         Owned
Palisades Living Center                            Living Centers-Rocky Mountain, Inc.     Palisade            CO         Owned
Red Rocks HealthCare Center                        Living Centers-Rocky Mountain, Inc.     Denver              CO         Owned
San Juan Living Center                             Living Centers-Rocky Mountain, Inc.     Montrose            CO         Owned
Sierra Vista HealthCare Center                     Living Centers-Rocky Mountain, Inc.     Loveland            CO         Owned
Spring Creek HealthCare Center                     Living Centers-Rocky Mountain, Inc.     Fort Collins        CO         Owned
Sterling Living Center                             Living Centers-Rocky Mountain, Inc.     Sterling            CO         Owned
Sunset Apartments (Independent Living Facility)    Living Centers-Rocky Mountain, Inc.     Brush               CO         Owned
Sunset Manor                                       Living Centers-Rocky Mountain, Inc.     Brush               CO         Owned
Terrace Gardens HealthCare Center                  Living Centers-Rocky Mountain, Inc.     Colorado Springs    CO         Owned
Valley View Manor                                  Living Centers-Rocky Mountain, Inc.     Craig               CO         Owned
</TABLE>


                                     1.1C-2
<PAGE>


<TABLE>
<CAPTION>
              FACILITY NAME                                MORTGAGOR                          CITY           STATE      OWN/LEASE
              -------------                               ---------                           ----           -----      ---------
<S>                                        <C>                                             <C>               <C>        <C>
Yuma Life Care Center                      Living Centers-Rocky Mountain, Inc.             Yuma                 CO        Owned
Boulevard Manor Nursing Center             MHC/LCA Florida, Inc.                           Boynton Beach        FL        Owned
Mariner Health at Hunter's Creek           Mariner Health of Orlando, Inc.                 Orlando              FL        Owned
Mariner Health Care of MacClenny           Mariner Health Care of MacClenny, Inc.          MacClenny            FL        Owned
Mariner Health Care of Metrowest           Mariner Health Care of Metrowest, Inc.          Orlando              FL        Owned
Mariner Health Care of Orange City         Mariner Health Care of Orange City, Inc.        De Bary              FL        Owned
Mariner Health Care of Palm City           Mariner Health Care of Palm City, Inc.          Palm City            FL        Owned
Mariner Health Care of Pinellas Point      Mariner Health Care of Pinellas Point, Inc.     St. Petersburg       FL        Owned
Mariner Health Care of Port Orange         Mariner Health Care of Port Orange, Inc.        Port Orange          FL        Owned
Mariner Health Care of Tuskawilla          Mariner Health Care of Tuskawilla, Inc.         Winter Springs       FL        Owned
Mariner Health of Bonifay                  Mariner Health at Bonifay, Inc.                 Bonifay              FL        Owned
Mariner Health of Boynton Beach            Mariner Health Care of Lake Worth, Inc.         Boynton Beach        FL        Owned
Mariner Health of Inverness                Mariner Health Care of Inverness, Inc.          Inverness            FL        Owned
Mariner Health of Port Saint Lucie         MHC/CSI Florida, Inc.                           Port St. Lucie       FL        Owned
Mariner Health of Titusville               Mariner Health Properties IV, LTD.              Titusville           FL        Owned
Mariner HealthCare of Atlantic Shores      Mariner Health Care of Atlantic Shores, Inc.    Melbourne            FL        Owned
</TABLE>



                                     1.1C-3
<PAGE>

<TABLE>
<CAPTION>
              FACILITY NAME                                     MORTGAGOR                           CITY          STATE    OWN/LEASE
              -------------                                     ---------                           ----          -----    ---------
<S>                                                    <C>                                       <C>              <C>      <C>
Medicana Nursing Center                                MHC/LCA Florida, Inc.                     Lake Worth          FL      Owned
Brian Center Nursing Care/Austell                      Brian Center Nursing Care/Austell, Inc.   Austell             GA      Owned
Brian Center Nursing Care/Canton                       Brian Center Nursing Care/Austell, Inc.   Canton              GA      Owned
Mariner Health of Northeast Atlanta                    Brian Center Nursing Care/Austell, Inc.   Atlanta             GA      Owned
Heritage Harbour Health and Rehabilitation Center      Beechwood Heritage Retirement
                                                       Community, Inc.                           Annapolis           MD      Owned
Mariner Health Care of Greater Laurel                  Mariner Health Care of Greater Laurel,
                                                       Inc.                                      Laurel              MD      Owned
Mariner Health of Catonsville                          Mariner Health of Maryland, Inc.          Catonsville         MD      Owned
Mariner Health of Glen Burnie                          Mariner Health of Maryland, Inc.          Glen Burnie         MD      Owned
Mariner Health of North Arundel                        Mariner Health of Maryland, Inc.          Glen Burnie         MD      Owned
Mariner Health of Overlea                              Mariner Health of Maryland, Inc.          Baltimore           MD      Owned
Mariner Health of Silver Spring                        Mariner Health of Maryland, Inc.          Silver Spring       MD      Owned
Superior Woods Healthcare Center                       GranCare of Michigan, Inc.                Superior Twnshp     MI      Owned
Countrybrook Living Center                             National Heritage Realty, Inc.            Brookhaven          MS      Owned
Brian Center Health & Rehabilitation/Hendersonville    Living Centers-Southeast, Inc.            Hendersonville      NC      Owned
Brian Center Health & Rehabilitation/Hickory East      Living Centers-Southeast, Inc.            Hickory             NC      Owned
Brian Center Health & Rehabilitation/Spruce Pine       Living Centers-Southeast, Inc.            Spruce Pine         NC      Owned
</TABLE>


                                     1.1C-4
<PAGE>


<TABLE>
<CAPTION>
              FACILITY NAME                                     MORTGAGOR                CITY             STATE    OWN/LEASE
              -------------                                     ---------                ----             -----    ---------
<S>                                                    <C>                               <C>              <C>      <C>
Brian Center Health & Rehabilitation/Wallace           Living Centers-Southeast, Inc.    Wallace            NC       Owned
Brian Center Health & Rehabilitation/Weaverville       Living Centers-Southeast, Inc.    Weaverville        NC       Owned
Brian Center Health & Rehabilitation/Wilson            Living Centers-Southeast, Inc.    Wilson             NC       Owned
Brian Center Health & Rehabilitation/Windsor           Living Centers-Southeast, Inc.    Windsor            NC       Owned
Brian Center Health & Rehabilitation/Yanceyville       Living Centers-Southeast, Inc.    Yanceyville        NC       Owned
Brian Center Health & Retirement/Cabarrus              Living Centers-Southeast, Inc.    Concord            NC       Owned
Brian Center Health & Retirement/Clayton               Living Centers-Southeast, Inc.    Clayton            NC       Owned
Brian Center Health & Retirement/Monroe                Living Centers-Southeast, Inc.    Monroe             NC       Owned
Brian Center Health & Retirement/Mooresville           Living Centers-Southeast, Inc.    Mooresville        NC       Owned
Brian Center Health & Retirement/Winston-Salem         Living Centers-Southeast, Inc.    Winston-Salem      NC       Owned
Brian Center Health and Rehabilitation/Brevard         Living Centers-Southeast, Inc.    Brevard            NC       Owned
Brian Center Health and Rehabilitation/Charlotte       Living Centers-Southeast, Inc.    Charlotte          NC       Owned
Brian Center Health and Rehabilitation/Eden            Living Centers-Southeast, Inc.    Eden               NC       Owned
Brian Center Health and Rehabilitation/Gastonia        Living Centers-Southeast, Inc.    Gastonia           NC       Owned
Brian Center Health and Rehabilitation/Hertford        Living Centers-Southeast, Inc.    Hertford           NC       Owned
Brian Center Health and Rehabilitation/Salisbury       Living Centers-Southeast, Inc.    Salisbury          NC       Owned
</TABLE>


                                     1.1C-5
<PAGE>

<TABLE>
<CAPTION>
              FACILITY NAME                                    MORTGAGOR                        CITY          STATE     OWN/LEASE
              -------------                                    ---------                        ----          -----     ---------
<S>                                                     <C>                                 <C>                <C>      <C>
Brian Center Health and Retirement/Lincolnton           Living Centers-Southeast, Inc.      Lincolnton          NC        Owned
Brian Center Nursing Care/Hickory                       Living Centers-Southeast, Inc.      Hickory             NC        Owned
Brian Center Nursing Care/Lexington                     Living Centers-Southeast, Inc.      Lexington           NC        Owned
Brian Center Nursing Care/Shamrock                      Living Centers-Southeast, Inc.      Charlotte           NC        Owned
Brian Center-Charlotte Retirement Apartments            Living Centers-Southeast, Inc.      Charlotte           NC        Owned
Maple Leaf Health Care                                  Living Centers-Southeast, Inc.      Statesville         NC        Owned
Central Carolina Health and Rehabilitation Center       GranCare South Carolina, Inc.       Columbia            SC        Owned
Mariner Health Care of Seneca                           GranCare South Carolina, Inc.       Seneca              SC        Owned
Mariner Health Care of Sumter-East                      GranCare South Carolina, Inc.       Sumter              SC        Owned
Autumn Years Lodge                                      Living Centers of Texas, Inc.       Fort Worth          TX        Owned
Bangs Nursing Home                                      Living Centers of Texas, Inc.       Bangs               TX        Owned
Bastrop Nursing Center                                  Living Centers of Texas, Inc.       Bastrop             TX        Owned
Brazosview HealthCare Center                            Living Centers of Texas, Inc.       Richmond            TX        Owned
Edgewater Care Center                                   Living Centers of Texas, Inc.       Kerrville           TX        Owned
Green Acres/Parkdale                                    Living Centers of Texas, Inc.       Beaumont            TX        Owned
Greenview Manor                                         Living Centers of Texas, Inc.       Waco                TX        Owned
</TABLE>



                                     1.1C-6
<PAGE>


<TABLE>
<CAPTION>
              FACILITY NAME                                     MORTGAGOR                       CITY          STATE    OWN/LEASE
              -------------                                    ---------                        ----          -----    ---------
<S>                                                  <C>                                     <C>              <C>      <C>
Hills Apartments, The                                Living Centers of Texas, Inc.           Kerrville          TX       Owned
Hilltop Village                                      Living Centers of Texas, Inc.           Kerrville          TX       Owned
Hillview Manor                                       Living Centers of Texas, Inc.           Goldthwaite        TX       Owned
Lakeshore Village HealthCare Center                  Living Centers of Texas, Inc.           Waco               TX       Owned
Las Palmas Healthcare Center                         Living Centers of Texas, Inc.           Mcallen            TX       Owned
Mariner Health of Arlington                          Mariner Health Care of Nashville, Inc.  Arlington          TX       Owned
Mariner Health of Cypress Wood                       Mariner Health Care of Nashville, Inc.  Houston            TX       Owned
Mariner Health of Fort Worth                         Mariner Health Care of Nashville, Inc.  Ft. Worth          TX       Owned
Mariner Health of Southwest Houston                  Mariner Health Care of Nashville, Inc.  Houston            TX       Owned
Memorial Medical Nursing Center                      Living Centers of Texas, Inc.           San Antonio        TX       Owned
North McKinney Nursing and Rehabilitation Center     Living Centers of Texas, Inc.           Mckinney           TX       Owned
Northway Healthcare                                  Living Centers of Texas, Inc.           Houston            TX       Owned
Pampa Nursing Center                                 Living Centers of Texas, Inc.           Pampa              TX       Owned
Park Highland Nursing Center                         Living Centers of Texas, Inc.           Athens             TX       Owned
Peach Tree Place                                     Living Centers of Texas, Inc.           Weatherford        TX       Owned
Pine Arbor                                           Living Centers of Texas, Inc.           Silsbee            TX       Owned
Retama Manor North/Pleasanton                        Living Centers of Texas, Inc.           Pleasanton         TX       Owned
</TABLE>



                                     1.1C-7
<PAGE>

<TABLE>
<CAPTION>
              FACILITY NAME                                 MORTGAGOR                           CITY            STATE     OWN/LEASE
              -------------                                 ---------                           ----            -----     ---------
<S>                                                 <C>                                     <C>                 <C>       <C>
Retama Manor Nursing Center North/Robstown          Living Centers of Texas, Inc.           Robstown              TX        Owned
Retama Manor Nursing Center North/San Antonio       Living Centers of Texas, Inc.           San Antonio           TX        Owned
Retama Manor Nursing Center South/Pleasanton        Living Centers of Texas, Inc.           Pleasanton            TX        Owned
Retama Manor Nursing Center/Alice                   Living Centers of Texas, Inc.           Alice                 TX        Owned
Retama Manor Nursing Center/Edinburgh               Living Centers of Texas, Inc.           Edinburg              TX        Owned
Retama Manor Nursing Center/Jourdanton              Living Centers of Texas, Inc.           Jourdanton            TX        Owned
Retama Manor Nursing Center/McAllen                 Living Centers of Texas, Inc.           Mcallen               TX        Owned
Retama Manor Nursing Center/Raymondville            Living Centers of Texas, Inc.           Raymondville          TX        Owned
Retama Manor Nursing Center/Rio Grande City         Living Centers of Texas, Inc.           Rio Grande City       TX        Owned
Retama Manor Nursing Center/Weslaco                 Living Centers of Texas, Inc.           Weslaco               TX        Owned
Retama Manor West San Antonio                       Living Centers of Texas, Inc.           San Antonio           TX        Owned
Retama Manor West/Laredo                            Living Centers of Texas, Inc.           Laredo                TX        Owned
Retama Manor/Harlingen                              Living Centers of Texas, Inc.           Harlingen             TX        Owned
Retama/Laredo - South                               Living Centers of Texas, Inc.           Laredo                TX        Owned
Silver Creek Manor                                  Living Centers of Texas, Inc.           San Antonio           TX        Owned
Sweeny House                                        Living Centers of Texas, Inc.           Sweeny                TX        Owned
</TABLE>



                                     1.1C-8
<PAGE>

<TABLE>
<CAPTION>
              FACILITY NAME                    MORTGAGOR                   CITY          STATE     OWN/LEASE
              -------------                    ---------                   ----          -----     ---------
<S>                                 <C>                               <C>                <C>       <C>
Weatherford Health Care Center      Living Centers of Texas, Inc.     Weatherford          TX        Owned
Winchester Lodge Nursing Home       Living Centers of Texas, Inc.     Alvin                TX        Owned
</TABLE>


COLLATERAL ASSIGNMENTS


<TABLE>
<CAPTION>
              FACILITY NAME                   MORTGAGOR                     CITY         STATE     OWN/LEASE
              -------------                   ---------                     ----         -----     ---------
<S>                               <C>                                     <C>            <C>       <C>
Mariner Health of Bel Air         Mariner Health of Bel Air, LLC          Harford          MD        Owned/JV
Mariner Health of Bethesda        Global Healthcare Center-Bethesda       Montgomery       MD        Owned/JV
Mariner Health of Forest Hill     Mariner Health of Forest Hill, LLC      Harford          MD        Owned/JV
</TABLE>


                                     1.1C-9
<PAGE>

                                                                   SCHEDULE 1.1D


                                  SELLCO ASSETS

-        The Shores Transitional Care & Rehab Institute located in Milwaukee,
         Wisconsin and owned by GCI - Wisconsin Properties, Inc.

-        Hillside Health Care Center located in Milwaukee, Wisconsin and owned
         by GCI - Wisconsin Properties, Inc.

-        Mariner Health Care at Longwood located in Boston, Massachusetts and
         owned by Longwood Rehabilitation Center, Inc.

-        Mariner Health Care of North Central Massachusetts located in
         Fitchburg, Massachusetts and owned by Mystic Nursing and Rehabilitation
         Center, Inc.



                                    1.1D-1
<PAGE>

                                                                   SCHEDULE 1.1E


                        CERTAIN UNRESTRICTED SUBSIDIARIES

Subsidiaries that are not Guarantors

American Geriatric Management Services, Inc.
MPN Insurance Company, Ltd.
Professional Health Care Management, Inc.
Cambridge Bedford, Inc.
Cambridge East, Inc.
Cambridge North, Inc.
Cambridge South, Inc.
Clintonaire Nursing Home, Inc.
Crestmont Health Center, Inc.
Heritage Nursing Home, Inc.
Nightingale East Nursing Center, Inc.
Middlebelt-Hope Nursing Home, Inc.
Living Centers-PHCM, Inc.
Pendleton Nursing & Rehabilitation Center, Inc.

Joint Ventures

Brightview of Bel Air, LLC
Global Healthcare-Bethesda, LLC
Mariner Health of Bel Air, LLC
Mariner Health of Forest Hill, LLC
New Hanover/Mariner Health, LLC
Tampa Health Properties, Ltd.
Westbury Associates, L.P.


                                     1.1E-1
<PAGE>

                                                                    SCHEDULE 4.6

                              CERTAIN INDEBTEDNESS


(A)  MORTGAGE LOANS


1.       Loan in the approximate principal amount of $5,249,919 to Mariner
         Health Care of Nashville, Inc. from Bankers Trust Company of
         California, Inc. in connection with the Mariner Health of Westchester
         facility located in Westchester, IL and secured by a fee mortgage on
         such facility, together with certain personal property relating
         thereto, and by a leasehold mortgage on the Mariner Health of First
         Colony facility located in Missouri City, TX, together with certain
         personal property relating thereto.

2.       Loan in the approximate principal amount of $5,077,142 to Mariner
         Health of Palmetto, Inc. from Bankers Trust Company of California, Inc.
         in connection with the Mariner Health of Palmetto facility located in
         Palmetto, FL and secured by a fee mortgage on such facility, together
         with certain personal property relating thereto.

3.       Unsecured guaranties of Mariner Health Care, Inc. in favor of Bankers
         Trust Company of California, Inc. as credit support for the loans
         described in Items 1 and 2 above.

4.       Loan in the approximate principal amount of $ 1,260,438 to Mariner
         Health of Jacksonville, Inc. from HUD (assigned from Mellon Mortgage)
         in connection with the Mariner Health of Jacksonville facility located
         in Jacksonville, FL and secured by a fee mortgage on such facility,
         together with certain personal property relating thereto.

5.       Guaranty of Summit Institute for Pulmonary Medicine and Rehabilitation,
         Inc. ("SIPMR") in the maximum principal amount of $5,100,000 for the
         Revenue Refunding Bonds (Southwest Medical Center, Inc. Project) Series
         1987 (the "Bonds") issued by the Louisiana Public Facilities Authority
         and secured by certain personal property of SIPMR, with the proceeds of
         the Bonds going to Southwest Medical Center, Inc., the developer and
         owner of the facility known as Summit Hospital of Northwest Louisiana
         located in Bossier City, LA, who leases such facility to SIPMR. The
         trustee for the bondholders is The Bank of New York Trust Company of
         Florida, N.A.

6.       Loan in the principal face amount of $59,688,449.83 to Professional
         Health Care Management, Inc. from Omega Healthcare Investors, Inc. in
         connection with and secured by fee and leasehold mortgages on each of
         the following facilities, together with certain personal property
         relating thereto:



                                      4.6-1
<PAGE>

<TABLE>
<CAPTION>
     Facility                                          Location
     --------                                          --------
     <S>                                               <C>
     Bedford Villa Nursing Care Center                 Southfield, MI
     Cambridge East Healthcare Center                  Madison Heights, MI
     Cambridge North Healthcare Center                 Clawson, MI
     Cambridge South Healthcare Center                 Beverly Hills, MI
     Clinton-Aire Healthcare Center                    Clinton Township, MI
     Crestmont Nursing Care Center                     Fenton, MI
     Heritage Manor Nursing Center                     Flint, MI
     Nightingale Healthcare Center                     Warren, MI
     Hope Healthcare Center                            Westland, MI
     Brian Center Health & Rehabilitation/Durham       Durham, NC
     Brian Center Health & Rehabilitation/Goldsboro    Goldsboro, NC
     Brian Center Health & Rehabilitation/             Statesville, NC
     Statesville, NC
</TABLE>


The obligations are further secured by a pledge of the equity interests in
Professional Health Care Management, Inc. and in each of its Subsidiaries.

7.       Guaranties of Cambridge Bedford, Inc., Cambridge East, Inc., Cambridge
         North, Inc., Cambridge South, Inc., Clintonaire Nursing Home, Inc.,
         Crestmont Health Center, Inc., Heritage Nursing Home, Inc., Nightingale
         East Nursing Center, Inc., Middlebelt-Hope Nursing Home, Inc. and
         Living Centers - PHCM, Inc. in favor of Omega Healthcare Investors,
         Inc. as credit support for the loans described in Item 6 above.

(B)      MORTGAGE LOANS EXISTING AS OF THE CLOSING DATE BUT TO BE TERMINATED



1.       Loan in the approximate principal amount of $7,097,068 to Mariner
         Health of Maryland, Inc. from Nationwide Health Properties, Inc. in
         connection with the Mariner Health of Kensington facility located in
         Kensington, MD and secured by a fee mortgage on such facility, together
         with certain personal property relating thereto.

2.       Loan in the approximate principal amount of $7,057,706 to Mariner
         Health Care of Deland, Inc. from HUD (assigned from Quaker Capital,
         L.P.) in connection with the Mariner Health Care of Deland facility
         located in Deland, FL and secured by a fee mortgage on such facility.

3.       Loans to Mariner Health Care at Bonifay, Inc. in the approximate
         principal amount of $4,110,578, Mariner Health Properties IV, LTD. in
         the approximate principal amount of $5,175,720 and Mariner Health Care
         of Nashville, Inc. in the approximate principal amount of $3,309,769
         from Monticello Investment Associates, LLC (assigned from SouthTrust
         Bank of Alabama, N.A.) in connection with and secured by fee mortgages
         on, together with certain personal property relating to, the Mariner
         Health of Bonifay facility located in Bonifay, FL, the Mariner Health
         of Titusville facility located in Titusville, FL and the Mariner Health
         of San Antonio facility located in San Antonio, TX, respectively. Note
         that each of these loans will be paid off at closing with Term Loan
         proceeds.

4.       Loans in the approximate principal amount of $77,644 to Living Centers
         - Rocky Mountain, Inc. from Aramark Services, Inc. (assigned from The
         Fidelity Bank) in connection with and


                                     4.6-2

<PAGE>

         secured by Fee Mortgages on the Alpine Living Center facility located
         in Thornton, CO, the Sierra Vista HealthCare Center facility located in
         Loveland, CO and the Sunset Manor facility located in Brush, CO.

5.       Loan in the approximate principal amount of $58,787 to Living Centers -
         Rocky Mountain, Inc. from Bank Midwest, N.A. in connection with the
         Arbor Manor facility located in Freemont, NE and secured by a Fee
         Mortgage on such facility.

6.       Loan in the approximate principal amount of $42,099 to Living Centers -
         Rocky Mountain, Inc. from Lend Lease Asset Management, L.P. in its
         capacity as the Special Servicer for Bankers Trust Company of
         California, N.A., Trustee for Commercial Mortgage Pass-Through
         Certificates Series 1992-C5 in connection with the Arbor Manor facility
         located in Freemont, NE and secured by a Second Fee Mortgage on such
         facility.

7.       Loan in the approximate principal amount of $159,430 to Living Centers
         of Texas, Inc. from Fireside Manor in connection with the Greenview
         Manor facility located in Waco, TX and secured by a Fee Mortgage on
         such facility.

8.       Loans in the approximate principal amount of $15,636,142 to EH
         Acquisition Corp. III from LaSalle National Bank, as Trustee for RMF
         Commercial Mortgage Pass-Through Certificates Series 1995-1 in
         connection with and secured by Fee Mortgages on, together with certain
         personal property relating to, the Birchwood Nursing Home facility
         located in Casey, IL, the Crestview HealthCare Center facility located
         in Clinton, IL, the Dixon Health Care Center facility located in Dixon,
         IL, the Flora HealthCare Center facility located in Flora, IL, the
         Lafayette Health Care Center facility located in Lafayette, GA and the
         Parkway Health Care Center facility located in Wheaton, IL.

(C)      MORTGAGE LOANS WITH TREATMENT UNDER THE PLAN STILL UNDETERMINED

1.       Loan in the approximate principal amount of $7,192,395 to Pendleton
         Nursing & Rehabilitation Center, Inc. from THCI Mortgage Holding
         Company LLC (assigned from Meditrust Mortgage Investments, Inc.) in
         connection with the Mariner Health Care of Pendleton facility located
         in Mystic, CT and secured by a Fee Mortgage on such facility, together
         with certain personal property relating thereto.

(D)      CAPITAL LEASES

1.       Lease between Belleaire East Medical Investors, Ltd., as Lessor, and
         Mariner Health Care of Nashville, Inc., as Lessee, in connection with
         the Mariner Health of Belleaire facility located in Clearwater,
         Florida, with an approximate principal component of $4,085,331.

2.       Lease between Pinellas III Healthcare, Ltd., as Lessor, and Mariner
         Health Care of Nashville, Inc., as Lessee, in connection with the
         Mariner Health of Clearwater facility located in Clearwater, Florida,
         with an approximate principal component of $4,411,811.



                                     4.6-3
<PAGE>


3.       Lease between Orange Healthcare, Ltd., as Lessor, and Mariner Health
         Care of Nashville, Inc., as Lessee, in connection with the Mariner
         Health of Conway Lakes facility located in Orlando, Florida, with an
         approximate principal component of $5,791,428.

4.       Lease between Denver Medial Investors, Ltd., as Lessor, and Mariner
         Health Care of Nashville, Inc., as Lessee, in connection with the
         Mariner Health of Denver facility located in Denver, Colorado, with an
         approximate principal component of $3,928,868.

5.       Lease between Ft. Bend Medial Investors, Ltd., as Lessor, and Mariner
         Health Care of Nashville, Inc., as Lessee, in connection with the
         Mariner Health of First Colony facility located in Missouri City,
         Texas, with an approximate principal component of $4,300,144.

6.       Lease between South Denver Healthcare Associates, Ltd., as Lessor, and
         Mariner Health Care of Nashville, Inc., as Lessee, in connection with
         the Mariner Health of Greenwood Village facility located in Littleton,
         Colorado, with an approximate principal component of $5,966,231.

7.       Lease between Melbourne Healthcare Associates, Ltd., as Lessor, and
         Mariner Health Care of Nashville, Inc., as Lessee, in connection with
         the Mariner Health of Melbourne facility located in Melbourne, Florida,
         with an approximate principal component of $5,204,074.

8.       Lease between Houston-Northwest Medical Investors, Ltd., as Lessor, and
         Mariner Health Care of Nashville, Inc., as Lessee, in connection with
         the Mariner Health of NW Houston facility located in Houston, Texas,
         with an approximate principal component of $4,060,581.

9.       Lease between Port Charlotte Healthcare Associates, Ltd., as Lessor,
         and Mariner Health Care of Nashville, Inc., as Lessee, in connection
         with the Mariner Health of Port Charlotte facility located in Port
         Charlotte, Florida, with an approximate principal component of
         $3,319,454.

10.      Lease between Tallahassee Healthcare Associates, Ltd., as Lessor, and
         Mariner Health Care of Nashville, Inc., as Lessee, in connection with
         the Mariner Health of Tallahassee facility located in Tallahassee,
         Florida, with an approximate principal component of $4,406,020.

11.      Lease between Polk Healthcare, Ltd., as Lessor, and Mariner Health Care
         of Nashville, Inc., as Lessee, in connection with the Mariner Health of
         Winterhaven facility located in Winter Haven, Florida, with an
         approximate principal component of $6,261,660.

12.      Lease between Northwest Healthcare, L.P., as Lessor, and Mariner Health
         Care of Nashville, Inc., as Lessee, in connection with the Mariner
         Health at Woodwind Lakes facility located in Houston, Texas, with an
         approximate principal component of $4,670,848.

13.      Lease between the Medical Clinic Board of Fairhope, as Lessor, and
         Living Centers-East, Inc., as Lessee, in connection with the Montrose
         Bay Health & Rehabilitation Center facility located in Montrose, AL,
         with an approximate principal component of $618,694.


                                     4.6-4
<PAGE>

14.      Various capital equipment leases for the LTAC Division totaling
         $493,632.

(E)      LETTERS OF CREDIT


1.       Letter of Credit in the amount of $850,000 issued by JP Morgan Chase
         Bank (f/k/a The Chase Manhattan Bank) pursuant to the pre-petition
         credit facility for Mariner Post-Acute Network, Inc. and its
         subsidiaries (excluding Mariner Health Group, Inc. and its
         subsidiaries) for the benefit of Amwest Surety Insurance Company as a
         back-stop for surety bonds. This letter of credit is
         cash-collateralized at 105% of the stated amount.

2.       Letter of Credit in the amount of $474,685 issued by Wells Fargo Bank
         pursuant to the DIP credit facility for Mariner Post-Acute Network,
         Inc. and its subsidiaries (excluding Mariner Health Group, Inc. and its
         subsidiaries) (the "MPAN DIP") for the benefit of Healthcare Property
         Investors, Inc. relating to the lease of Summit Hospital of Southeast
         Arizona. This letter of credit is cash-collateralized at 105% of the
         stated amount.

3.       Letter of Credit in the amount of $394,296 issued by Wells Fargo Bank
         pursuant to the MPAN DIP for the benefit of Texas HCP Holding L.P. c/o
         Texas HCP HLP, Inc. relating to the lease of Summit Hospital of
         Southeast Texas. This letter of credit is cash-collateralized at 105%
         of the stated amount.

4.       Letter of Credit in the amount of $3,000,000 issued by Wells Fargo Bank
         pursuant to the MPAN DIP for the benefit of National Union Fire
         Insurance Co. This letter of credit is cash-collateralized at 105% of
         the stated amount.

5.       Letter of Credit in the amount of $850,000 issued by Wells Fargo Bank
         pursuant to the MPAN DIP for the benefit of RLI Insurance Company as a
         back-stop for surety bonds. This letter of credit is
         cash-collateralized at 105% of the stated amount.

6.       Letter of Credit in the amount of $7,850,000 issued by PNC Bank
         pursuant to the pre-petition credit facility for Mariner Health Group,
         Inc. and its subsidiaries for the benefit of Amwest Surety Insurance
         Company as a back-stop for surety bonds. This letter of credit is
         cash-collateralized at 105% of the stated amount.

7.       Letter of Credit in the amount of $7,850,000 issued by PNC Bank
         pursuant to the DIP credit facility for Mariner Health Group, Inc. and
         its subsidiaries for the benefit of RLI Insurance as a back-stop for
         surety bonds. This letter of credit is cash-collateralized at 105% of
         the stated amount.


                                     4.6-5
<PAGE>

                                                                    SCHEDULE 4.9


                         CERTAIN AFFILIATE TRANSACTIONS

-        Management Agreement made as of September 1, 2001 among GranCare of
         Michigan, Inc., Living Centers-PHCM, Inc., Professional Health Care
         Management, Inc. ("PHCM") and nine subsidiary lessees of PHCM.

-        Management Agreement dated July 1, 1996, between Allegis Health
         Services, Inc. (now Mariner Health of Maryland, Inc.) ("Manager"), and
         Global Healthcare Center-Bethesda, L.L.C., with respect to the
         management of Mariner Health of Bethesda.

-        Management Services Agreement dated September 27, 1997, by and between
         New Hanover/Mariner Health, LLC, and Mariner Health Resources, Inc.
         ("Manager"), with respect to the management of Mariner Health of
         Wilmington.

-        Management Agreement dated September 2, 1997, between Mariner Health
         Resources, Inc. ("Manager") and Mariner Health of Bel Air, LLC, with
         respect to the management of Mariner Health of Bel Air.

-        Management Agreement dated September 2, 1997, between Mariner Health
         Resources, Inc. ("Manager") and Mariner Health of Forest Hill, LLC,
         with respect to the management of Mariner Health of Forest Hill.

-        Long Term Care Facility Management Agreement dated May 1, 1990, by and
         between Westbury Associates, L.P., a Georgia limited partnership, and
         Mariner Health Care of Nashville, Inc. (f/k/a Convalescent Services,
         Inc.) ("Manager"), with respect to the management of Westbury Place.

-        Loan Agreement dated October 1, 1996, by and between Mariner Health of
         Maryland, Inc. ("Lender") and Global Healthcare Center-Bethesda, L.L.C.
         ("Borrower").

-        Loan Agreement dated September 2, 1997, by and between Mariner Health
         of Forest Hill, L.L.C. ("Borrower") and Mariner Health of Maryland,
         Inc. ("Lender").

-        Loan Agreement dated September 2, 1997, by and between Mariner Health
         of Bel Air, LLC ("Borrower") and Mariner Health of Maryland, Inc.
         ("Lender").

-        Letter Agreement regarding Securities Placement with Goldman Sachs
         Credit Partners L.P., Goldman, Sachs & Co. And UBS Warburg LLC.


                                     4.9-1

<PAGE>

                                                                   SCHEDULE 4.14



            CERTAIN LIMITATIONS ON SUBSIDIARY DIVIDENDS AND PAYMENTS


1.       There are certain restrictions on the ability of Professional Health
         Care Management, Inc. ("PHCMI") and each of its Subsidiaries to make
         loans or advances to Company or any other Subsidiary of Company, or to
         transfer any of its property or assets to Company or any other
         Subsidiary of Company pursuant to that certain Amended and Restated
         Loan Agreement dated September 1, 2001 by and between Omega Healthcare
         Investors, Inc. ("Omega") and PHCMI (as the same may be amended,
         supplemented, renewed, extended or otherwise modified from time to
         time, the "Omega Loan Agreement"), and pursuant to the Amended Loan
         Documents as defined the Omega Loan Agreement. In addition, all of the
         stock in PHCMI and in each of its Subsidiaries has been pledged to
         Omega to secure such loan.

2.       There are certain restrictions on the ability of Mariner Health Care of
         Nashville, Inc. ("MHCN") to make loans or advances to Company or any
         other Subsidiary of Company, and/or to transfer any of its property or
         assets to Company or any other Subsidiary of Company pursuant to that
         certain Loan Agreement dated November 1, 1993 by and between MHCN, as
         successor-in-interest to Westchester Healthcare, LTD. (L.P.), and
         Bankers Trust Company of California, N.A., as the ultimate assignee
         from SouthTrust Bank of Alabama, National Association. (as amended,
         supplemented, renewed, extended or otherwise modified from time to
         time, the "Westchester Loan Agreement") and pursuant to the Loan
         Documents as defined in the Westchester Loan Agreement.

3.       There are certain restrictions on the ability of Mariner Health of
         Palmetto, Inc. ("MHP") to pay dividends or make any other distributions
         on its Capital Stock owned by Company or any other Subsidiary of
         Company, to make loans or advances to Company or any other Subsidiary
         of Company, and/or to transfer any of its property or assets to Company
         or any other Subsidiary of Company pursuant to that certain Loan
         Agreement dated November 1, 1993 by and between MHP, as
         successor-in-interest to Manatee Health Properties, Inc., and Bankers
         Trust Company of California, N.A., as the ultimate assignee from
         SouthTrust Bank of Alabama, National Association. (as amended,
         supplemented, renewed, extended or otherwise modified from time to
         time, the "Palmetto Loan Agreement") and pursuant to the Loan Documents
         as defined in the Palmetto Loan Agreement.

4.       There are certain restrictions on the ability of Pendleton Nursing &
         Rehabilitation Center, Inc. ("Pendleton") to pay dividends or make any
         other distributions on its Capital Stock owned by Company or any other
         Subsidiary of Company, to make loans or advances to Company or any
         other Subsidiary of Company, and/or to transfer any of its property or
         assets to Company or any other Subsidiary of Company pursuant to that
         certain Loan Agreement dated November 1, 1995 by and between Pendleton
         and THCI Mortgage Holding Company LLC, by assignment from SouthTrust
         Bank of Alabama, National Association. (as amended, supplemented,
         renewed, extended or otherwise modified from time to time, the
         "Pendleton Loan Agreement") and pursuant to the Loan Documents as
         defined in the Pendleton Loan Agreement.


                                     4.14-1