<PAGE>
                                                                     EXHIBIT 4.1

                                                                EXECUTED VERSION

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



                            BEVERLY ENTERPRISES, INC.

                                    as Issuer

                     AND EACH OF THE GUARANTORS PARTY HERETO

                    7 7/8% SENIOR SUBORDINATED NOTES DUE 2014

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

                                    INDENTURE

                            Dated as of June 25, 2004

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

                           BNY Midwest Trust Company,

                                   as Trustee

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



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



<PAGE>


                                TABLE OF CONTENTS

<Table>
<S>                                                                                                              <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1

   SECTION 1.01       DEFINITIONS.................................................................................1
   SECTION 1.02       OTHER DEFINITIONS..........................................................................20
   SECTION 1.03       INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..........................................20
   SECTION 1.04       RULES OF CONSTRUCTION......................................................................21

ARTICLE 2. THE NOTES.............................................................................................21

   SECTION 2.01       FORM AND DATING............................................................................21
   SECTION 2.02       EXECUTION AND AUTHENTICATION...............................................................23
   SECTION 2.03       REGISTRAR AND PAYING AGENT.................................................................23
   SECTION 2.04       PAYING AGENT TO HOLD MONEY IN TRUST........................................................23
   SECTION 2.05       HOLDER LISTS...............................................................................24
   SECTION 2.06       TRANSFER AND EXCHANGE......................................................................24
   SECTION 2.07       REPLACEMENT NOTES..........................................................................30
   SECTION 2.08       OUTSTANDING NOTES..........................................................................30
   SECTION 2.09       TREASURY NOTES.............................................................................30
   SECTION 2.10       TEMPORARY NOTES............................................................................31
   SECTION 2.11       CANCELLATION...............................................................................31
   SECTION 2.12       DEFAULTED INTEREST.........................................................................31
   SECTION 2.13       CUSIP NUMBERS..............................................................................31
   SECTION 2.14       ISSUANCE OF ADDITIONAL NOTES...............................................................31

ARTICLE 3. REDEMPTION AND PREPAYMENT.............................................................................32

   SECTION 3.01       NOTICES TO TRUSTEE.........................................................................32
   SECTION 3.02       SELECTION OF NOTES TO BE REDEEMED OR PURCHASED.............................................32
   SECTION 3.03       NOTICE OF REDEMPTION.......................................................................32
   SECTION 3.04       EFFECT OF NOTICE OF REDEMPTION.............................................................33
   SECTION 3.05       DEPOSIT OF REDEMPTION OR PURCHASE PRICE....................................................33
   SECTION 3.06       NOTES REDEEMED OR PURCHASED IN PART........................................................33
   SECTION 3.07       OPTIONAL REDEMPTION........................................................................34
   SECTION 3.08       MANDATORY REDEMPTION.......................................................................35
   SECTION 3.09       OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS........................................35

ARTICLE 4. COVENANTS  ...........................................................................................36

   SECTION 4.01       PAYMENT OF NOTES...........................................................................36
   SECTION 4.02       MAINTENANCE OF OFFICE OR AGENCY............................................................36
   SECTION 4.03       REPORTS....................................................................................37
   SECTION 4.04       COMPLIANCE CERTIFICATE.....................................................................37
   SECTION 4.05       TAXES......................................................................................38
   SECTION 4.06       STAY, EXTENSION AND USURY LAWS.............................................................38
   SECTION 4.07       RESTRICTED PAYMENTS........................................................................38
   SECTION 4.08       DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED SUBSIDIARIES..................40
   SECTION 4.09       INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.................................42
   SECTION 4.10       ASSET SALES................................................................................45
   SECTION 4.11       TRANSACTIONS WITH AFFILIATES...............................................................46
</Table>

                                       i
<PAGE>

<Table>
<S>                                                                                                              <C>
   SECTION 4.12       LIENS......................................................................................48
   SECTION 4.13       BUSINESS ACTIVITIES........................................................................48
   SECTION 4.14       CORPORATE EXISTENCE........................................................................48
   SECTION 4.15       OFFER TO REPURCHASE UPON CHANGE OF CONTROL.................................................48
   SECTION 4.16       PAYMENTS FOR CONSENT.......................................................................50
   SECTION 4.17       ADDITIONAL SUBSIDIARY GUARANTEES...........................................................50
   SECTION 4.18       DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES....................................50
   SECTION 4.19       CHANGES IN COVENANTS WHEN NOTES RATED INVESTMENT GRADE.....................................50
   SECTION 4.20       NO SENIOR SUBORDINATED DEBT................................................................51

ARTICLE 5. SUCCESSORS............................................................................................51

   SECTION 5.01       MERGER, CONSOLIDATION OR SALE OF ASSETS....................................................51
   SECTION 5.02       SUCCESSOR CORPORATION SUBSTITUTED..........................................................52

ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................52

   SECTION 6.01       EVENTS OF DEFAULT..........................................................................52
   SECTION 6.02       ACCELERATION...............................................................................54
   SECTION 6.03       OTHER REMEDIES.............................................................................54
   SECTION 6.04       WAIVER OF PAST DEFAULTS....................................................................54
   SECTION 6.05       CONTROL BY MAJORITY........................................................................54
   SECTION 6.06       LIMITATION ON SUITS........................................................................55
   SECTION 6.07       RIGHTS OF HOLDERS TO RECEIVE PAYMENT.......................................................55
   SECTION 6.08       COLLECTION SUIT BY TRUSTEE.................................................................55
   SECTION 6.09       TRUSTEE MAY FILE PROOFS OF CLAIM...........................................................55
   SECTION 6.10       PRIORITIES.................................................................................56
   SECTION 6.11       UNDERTAKING FOR COSTS......................................................................56

ARTICLE 7. TRUSTEE...............................................................................................56

   SECTION 7.01       DUTIES OF TRUSTEE..........................................................................56
   SECTION 7.02       RIGHTS OF TRUSTEE..........................................................................57
   SECTION 7.03       INDIVIDUAL RIGHTS OF TRUSTEE...............................................................58
   SECTION 7.04       TRUSTEE'S DISCLAIMERS......................................................................58
   SECTION 7.05       NOTICE OF DEFAULTS.........................................................................58
   SECTION 7.06       REPORTS BY TRUSTEE TO HOLDERS..............................................................58
   SECTION 7.07       COMPENSATION AND INDEMNITY.................................................................59
   SECTION 7.08       REPLACEMENT OF TRUSTEE.....................................................................59
   SECTION 7.09       SUCCESSOR TRUSTEE BY MERGER, ETC...........................................................60
   SECTION 7.10       ELIGIBILITY; DISQUALIFICATION..............................................................60
   SECTION 7.11       PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..........................................60

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................................................61

   SECTION 8.01       OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE...................................61
   SECTION 8.02       LEGAL DEFEASANCE AND DISCHARGE.............................................................61
   SECTION 8.03       COVENANT DEFEASANCE........................................................................61
   SECTION 8.04       CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.................................................62
   SECTION 8.05       DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS
                           PROVISIONS............................................................................63
   SECTION 8.06       REPAYMENT TO COMPANY.......................................................................63
   SECTION 8.07       REINSTATEMENT..............................................................................63
</Table>


                                       ii
<PAGE>

<Table>
<S>                                                                                                              <C>
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER......................................................................64

   SECTION 9.01       WITHOUT CONSENT OF HOLDERS.................................................................64
   SECTION 9.02       WITH CONSENT OF HOLDERS....................................................................65
   SECTION 9.03       COMPLIANCE WITH TRUST INDENTURE ACT........................................................66
   SECTION 9.04       REVOCATION AND EFFECT OF CONSENTS..........................................................66
   SECTION 9.05       NOTATION ON OR EXCHANGE OF NOTES...........................................................66
   SECTION 9.06       TRUSTEE TO SIGN AMENDMENTS, ETC............................................................66

ARTICLE 10. SUBSIDIARY GUARANTEES................................................................................66

   SECTION 10.01      AGREEMENT TO GUARANTEE.....................................................................66
   SECTION 10.02      EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES............................................67
   SECTION 10.03      GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS..........................................68
   SECTION 10.04      RELEASES...................................................................................69

ARTICLE 11. SATISFACTION AND DISCHARGE...........................................................................69

   SECTION 11.01      SATISFACTION AND DISCHARGE.................................................................69
   SECTION 11.02      APPLICATION OF TRUST MONEY.................................................................70

ARTICLE 12. SUBORDINATION........................................................................................70

   SECTION 12.01      NOTES SUBORDINATED TO SENIOR DEBT..........................................................70
   SECTION 12.02      PAYMENT OVER OF PROCEEDS UPON LIQUIDATION, ETC.; NO PAYMENTS IN CERTAIN
                           CIRCUMSTANCES.........................................................................71
   SECTION 12.03      RIGHTS AND OBLIGATIONS OF THE HOLDERS......................................................72
   SECTION 12.04      PAYMENTS MAY BE PAID PRIOR TO DISSOLUTION..................................................72
   SECTION 12.05      RIGHTS OF HOLDERS OF SENIOR DEBT NOT TO BE IMPAIRED........................................73
   SECTION 12.06      SUBROGATION................................................................................73
   SECTION 12.07      OBLIGATIONS OF THE COMPANY UNCONDITIONAL...................................................73
   SECTION 12.08      HOLDERS AUTHORIZE TRUSTEE TO EFFECTUATE SUBORDINATION......................................74
   SECTION 12.09      TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT...........................................74
   SECTION 12.10      GUARANTEES SUBORDINATED TO SENIOR DEBT OF GUARANTORS.......................................74

ARTICLE 13. MISCELLANEOUS........................................................................................74

   SECTION 13.01      TRUST INDENTURE ACT CONTROLS...............................................................74
   SECTION 13.02      NOTICES....................................................................................74
   SECTION 13.03      COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS...............................................75
   SECTION 13.04      CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.........................................75
   SECTION 13.05      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION..............................................75
   SECTION 13.06      RULES BY TRUSTEE AND AGENTS................................................................76
   SECTION 13.07      NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS...................76
   SECTION 13.08      GOVERNING LAW..............................................................................76
   SECTION 13.09      NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS..............................................76
   SECTION 13.10      SUCCESSORS.................................................................................76
   SECTION 13.11      SEVERABILITY...............................................................................77
   SECTION 13.12      COUNTERPART ORIGINALS......................................................................77
   SECTION 13.13      TABLE OF CONTENTS, HEADINGS, ETC...........................................................77


EXHIBITS
</Table>

                                      iii
<PAGE>


EXHIBIT A                     FORM OF NOTE
EXHIBIT B                     ASSIGNMENT FORM
EXHIBIT C                     FORM OF SUPPLEMENTAL INDENTURE
EXHIBIT D                     FORM OF NOTATION ON SENIOR SUBORDINATED NOTE
                              RELATING TO SUBSIDIARY GUARANTEE

SCHEDULES

SCHEDULE 1                    SUBSIDIARY GUARANTORS


                                       iv
<PAGE>

                             Cross-Reference Table*


<Table>
<Caption>
Trust Indenture                                                   Indenture
Act Section                                                        Section
<S>                                                               <C>
310   (a)(1)...............................................         7.10
      (a)(2)...............................................         7.10
      (a)(3)...............................................         N.A.
      (a)(4)...............................................         N.A.
      (a)(5)...............................................         7.10
      (b)..................................................         7.10
      (c)..................................................         N.A.
311   (a)..................................................         7.11
      (b)..................................................         7.11
      (c)..................................................         N.A.
312   (a)..................................................         2.05
      (b)..................................................         12.03
      (c)..................................................         12.03
313   (a)..................................................         7.06
      (b)(1)...............................................         N.A.
      (b)(2)...............................................      7.06; 7.07
      (c)..................................................      7.06;12.02
      (d)..................................................         7.06
314   (a)..................................................      4.03;12.02
      (b)..................................................         N.A.
      (c)(1)...............................................         12.04
      (c)(2)...............................................         12.04
      (c)(3)...............................................         N.A.
      (d)..................................................         N.A.
      (e)..................................................         12.05
      (f)..................................................         N.A.
315   (a)..................................................         7.01
      (b)..................................................      7.05, 12.02
      (c)..................................................         7.01
      (d)..................................................         7.01
      (e)..................................................         6.11
316   (a)(last sentence)...................................         2.09
      (a)(1)(A)............................................         6.05
      (a)(1)(B)............................................         6.04
      (a)(2)...............................................         N.A.
      (b)..................................................         6.07
      (c)..................................................         2.12
317   (a)(1)...............................................         6.08
      (a)(2)...............................................         6.09
      (b)..................................................         2.04
318   (a)..................................................         12.01
      (b)..................................................         N.A.
      (c)..................................................         12.01
</Table>

N.A. means not applicable.

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

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

                                       v

<PAGE>


                  This INDENTURE is dated as of June 25, 2004, among Beverly
Enterprises, Inc., a Delaware corporation (the "Company"), the subsidiary
guarantors signatories hereto (each of the foregoing referred to collectively
herein as the "Guarantors") and BNY Midwest Trust Company, as trustee (the
"Trustee").

                  The Company, the Trustee and the Guarantors agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the 7 7/8% Senior Subordinated Notes due 2014 (the "Initial Notes"),
any Additional Notes (as defined below) and the 7 7/8% Senior Subordinated Notes
due 2014 to be issued in exchange for Notes pursuant to the Registration Rights
Agreement (the "Exchange Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01.     Definitions.

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

                  (1) Indebtedness of any other Person existing at the time such
         other Person is merged with or into or became a Subsidiary of such
         specified Person, including, without limitation, Indebtedness incurred
         in connection with, or in contemplation of, such other Person merging
         with or into or becoming a Subsidiary of such specified Person; and

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

                  "Additional Notes" means additional notes (other than the
Initial Notes, Exchange Notes and Notes issued under Sections 2.06, 2.07, 2.10
and 3.06), if any, issued under this Indenture in accordance with Sections 2.02,
2.14 and 4.09 hereof, as part of the same series as the Initial Notes.

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

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

                  "Ancillary Business" means any business other than the
business of operating skilled nursing facilities.

                  "Asset Sale" means:

                  (1) the sale, lease, conveyance or other disposition of any
         assets (including, without limitation, by way of a sale and leaseback
         or by merger or consolidation) other than in the ordinary course of
         business (provided that the sale, lease, conveyance or other
         disposition of all or substantially all of the Company's and the
         Restricted Subsidiaries' assets taken as a whole shall be governed by
         the provisions of Section 4.15 and Article 5 hereof and not Section
         4.10 hereof); and

                  (2) the issuance or sale by the Company or any of the
         Restricted Subsidiaries of Equity Interests of any of the Restricted
         Subsidiaries,

in the case of either clause (1) or (2), whether in a single transaction or a
series of related transactions (a) that have a fair market value in excess of
$10,000,000 or (b) for net proceeds in excess of $10,000,000.

<PAGE>

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

                  (1) a transfer of assets by the Company to a Restricted
         Subsidiary or by a Restricted Subsidiary to the Company or to another
         Restricted Subsidiary;

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

                  (3) a Restricted Payment that is permitted by Section 4.07
         hereof ;

                  (4) a Nursing Facility Swap;

                  (5) transfers of obsolete, damaged or worn out equipment or
         inventory that is no longer useful in the conduct of the Company or its
         Restricted Subsidiaries' business and that is disposed of in the
         ordinary course of business;

                  (6) transfers of assets that constitute a sale or other
         disposition of accounts receivable in the ordinary course of business,
         including for purposes of financing, for cash and in an amount at least
         equal to the fair market value of such accounts receivable;

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

                  (8) the exchange of assets held by the Company or a Restricted
         Subsidiary for assets held by any Person or entity; provided that (a)
         the assets received by the Company or such Restricted Subsidiary in any
         such exchange shall immediately constitute, be part of, or be used by
         the Company or such Restricted Subsidiary; and (b) any such assets
         received are of comparable fair market value to the assets exchanged as
         determined in good faith by the Company; or

                  (9) a Qualified Distribution.

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

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

                  "Board of Directors" means:

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

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

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

                  "Business Day" means each day that is not a Saturday, Sunday
or other day on which banking institutions in New York, New York, or at a place
of payment, are authorized or required by law to close.


                                       2
<PAGE>


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

                  "Capital Stock" means:

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

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

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

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

                  "Cash Equivalents" means:

                  (1) United States dollars;

                  (2) securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality thereof having maturities of not more than one year
         from the date of acquisition;

                  (3) certificates of deposit with maturities of one year or
         less from the date of acquisition, bankers' acceptances (or, with
         respect to foreign banks, similar instruments) with maturities not
         exceeding one year and overnight bank deposits, in each case with any
         domestic commercial bank organized under the laws of the United States
         of America or any state thereof or the District of Columbia, or any
         United States branch of a foreign bank having at the date of
         acquisition thereof combined capital and surplus of not less than
         $100,000,000;

                  (4) repurchase obligations with a term of not more than 180
         days for underlying securities of the types set forth in clauses (2)
         and (3) above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

                  (5) commercial paper having a rating of at least P-2 by
         Moody's or A-2 by S&P and in each case maturing within one year after
         the date of acquisition; and

                  (6) investments in money market funds which invest at least
         95% of their assets in securities of the types set forth in the
         foregoing clauses (1) through (5).

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

                  (1) the sale, lease, transfer, conveyance or other
         disposition, in one or a series of related transactions, of all or
         substantially all of the Company's and the Restricted Subsidiaries'
         assets taken as a whole to any Person or group (as such term is used in
         Sections l3(d)(3) and l4(d)(2) of the Exchange Act) other than to a
         Person or group who, prior to such transaction, held a majority of the
         voting power of the Company's voting stock;

                  (2) the acquisition by any Person or group (as defined in
         clause (1) above) of a direct or indirect interest in more than 50% of
         the voting power of the Company's voting stock, by way of merger or
         consolidation or otherwise; or

                  (3) the first day on which a majority of the members of the
         Company's Board of Directors are not Continuing Directors.


                                       3
<PAGE>

                  The phrase "all or substantially all" of the Company's assets
will likely be interpreted under applicable state law and will be dependent upon
particular facts and circumstances.

                  "Clearstream" means Clearstream Banking, S.A., or any
         successor securities clearing agency.

                  "Commission" means the U.S. Securities Exchange Commission.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a maturity most
nearly equal to the period from the redemption date to June 15, 2009, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.

                  "Comparable Treasury Price" means, with respect to any
redemption date, the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
on the third business day preceding such redemption date, (1) as set forth in
the daily statistical release (or any successor release) published by the
Federal Reserve Bank of New York or published on the website of the Federal
Reserve Bank of New York at http://www.ny.frb.org and designated "Composite 3:30
p.m. Quotations for the U.S. Government Securities" or (2) if such release (or
any successor release) is not published or does not contain such prices on such
business day, the average of the Reference Treasury Dealer Quotations for such
redemption date.

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

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

                  (2) the Fixed Charges of such Person and its Restricted
         Subsidiaries for such period, to the extent that such Fixed Charges
         were deducted in computing such Consolidated Net Income; plus

                  (3) depreciation and amortization (including amortization of
         goodwill and other intangibles) of such Person and its Restricted
         Subsidiaries for such period to the extent that such depreciation and
         amortization were deducted in computing such Consolidated Net Income;
         plus

                  (4) other non-cash items of such Person and its Restricted
         Subsidiaries for such period to the extent such non-cash items were
         deducted in computing such Consolidated Net Income, in each case, on a
         consolidated basis and determined in accordance with GAAP.

Notwithstanding the foregoing, the provision for taxes on the income or profits
of, the depreciation and amortization of, and the other non-cash items of, a
Restricted Subsidiary of the referent Person shall be added to Consolidated Net
Income to compute Consolidated Cash Flow only to the extent (and in the same
proportion) that the Net Income of such Restricted Subsidiary was included in
calculating the Consolidated Net Income of such Person and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Subsidiary or its stockholders.

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

                  (1) the Net Income, if positive, of any Person that is not a
         Restricted Subsidiary or that is accounted for by the equity method of
         accounting shall be included only to the extent of the amount of cash
         dividends or other distributions actually paid or that could have been
         paid to the referent Person or a Restricted Subsidiary thereof not
         subject to such restriction by such Restricted Subsidiary during such
         period;


                                       4
<PAGE>


                  (2) the Net Income, if positive, of any Restricted Subsidiary
         shall be excluded to the extent that the declaration or payment of
         dividends or similar distributions by that Restricted Subsidiary of
         that Net Income is not at the date of determination permitted without
         any prior governmental approval (that has not been obtained) or,
         directly or indirectly, by operation of the terms of its charter or any
         agreement, instrument, judgment, decree, order, statute, rule or
         governmental regulation applicable to that Subsidiary or its
         stockholders;

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

                  (4) each of the following shall be excluded (a) any increased
         amortization, depreciation or cost of sales resulting from the write-up
         of assets pursuant to Accounting Principles Board Opinion Nos. 16 and
         17, (b) the amortization of any intangible assets (including
         amortization attributable to goodwill and financing costs and including
         amortization of finance costs relating to the issuance of the Notes),
         (c) any nonrecurring charges relating to any premium or penalty paid,
         write off of deferred financing costs or other financial
         recapitalization charges in connection with redeeming or retiring any
         Indebtedness prior to or at its stated maturity, (d) any non-cash
         nonrecurring charge arising out of the restructuring or consolidation
         of the operations of any Persons or businesses either alone or together
         with such Person or any Restricted Subsidiary of such Person; and

                  (5) any nonrecurring charge arising out of permanent closure
         of facilities of such Person and its Restricted Subsidiaries during
         each period.

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

                  (1) was a member of such Board of Directors on the Issue Date;
         or

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

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office as of the Issue Date, is located at 2 North LaSalle Street, Suite
1020, Chicago, Illinois 60602, 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 to the Holders and the Company).

                  "Credit Agreement" means that certain credit agreement dated
as of October 22, 2003, as amended through the Issue Date, by and among the
Company, Lehman Brothers, Inc., as lead arranger, Lehman Commercial Paper Inc.,
as Administrative Agent, certain financial institutions as lenders and other
agents and arrangers party thereto, including any related notes, guarantees,
collateral documents, instruments and agreements executed in connection
therewith.

                  "Credit Facilities" means one or more debt facilities
(including, without limitation, the Credit Agreement), commercial paper
facilities or Debt Issuances, in each case with banks, investment banks,
insurance companies, mutual funds and/or other institutional lenders or
institutional investors providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from (or sell receivables to)
such lenders against such receivables), letters of credit or Debt Issuances, in
each case, as amended, extended, renewed, restated, refinanced (including,
refinancing with Debt Issuances), supplemented or otherwise modified (in whole
or in part, and without limitation as to amount, terms, conditions, covenants
and other provisions) from time to time.


                                       5
<PAGE>

                  "Debt Issuances" means, with respect to the Company or any
Restricted Subsidiary, one or more issuances after the Issue Date of
Indebtedness evidenced by notes, debentures, bonds or other similar securities
or instruments.

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

                  "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Article 2 hereof,
substantially in the form of Exhibit A hereto, except that such Note will not
bear the Global Note Legend and will not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

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

                  "Designated Senior Debt" means:

                  (1) any Indebtedness outstanding under any Credit Facility;
         and

                  (2) any other Senior Debt permitted hereunder, the principal
         amount of which is $25,000,000 or more and that has been designated by
         the Company as "Designated Senior Debt."

                  "Distribution Compliance Period" means, with respect to any
Notes, the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Notes are first offered to Persons other than
distributors (as defined in Regulation S) in reliance on Regulation S and (ii)
the issue date with respect to such Notes.

                  "Domestic Subsidiary" means any Restricted Subsidiary of the
Company that was formed under the laws of the United States or any state of the
United States or the District of Columbia.

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

                  "Equity Offering" means any public or private sale or issuance
of Qualified Equity Interests made for cash on a primary basis by the Company
after the Issue Date or any contribution of cash to the Company or an equity
capital contribution in respect of Qualified Equity Interests.

                  "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system, or any successor securities clearing agency.

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

                  "Exchange Notes" means the 7 7/8% Senior Subordinated Notes
due 2014, registered under the Securities Act, issued pursuant to this Indenture
in connection with an Exchange Offer pursuant to the Registration Rights
Agreement and (ii) Additional Notes, if any, issued pursuant to a registration
statement filed with the SEC under the Securities Act.

                  "Exchange Offer" means the exchange and issuance by the
Company, pursuant to a Registration Rights Agreement, of a principal amount of
Exchange Notes (which will be registered pursuant to the Exchange Offer
Registration Statement (as defined in the Registration Rights Agreement)) equal
to the outstanding principal amount of Initial Notes or Additional Notes, as the
case may be, tendered by Holders thereof in connection with such exchange and
issuance.


                                       6
<PAGE>

                  "Excluded Contributions" means the net cash proceeds received
by the Company after the Issue Date from (1) contributions to the Company's
common equity capital and (2) the sale (other than to a Subsidiary or pursuant
to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement of the Company or any of the Company's
Subsidiaries) of the Company's Capital Stock (other than Redeemable Stock), in
each case, designated within 60 days of the receipt of such net cash proceeds as
Excluded Contributions pursuant to an Officer's Certificate, the cash net
proceeds of which are excluded from the calculation set forth in the second
clause (3) of paragraph (a) of Section 4.07 hereof.

                  "Existing Indebtedness" means Indebtedness of the Company and
its Subsidiaries in existence on the Issue Date until such amounts are repaid.

                  "Fixed Charge Coverage Ratio" means with respect to any Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
such Person or any of its Restricted Subsidiaries incurs, assumes, guarantees,
redeems or repays any Indebtedness (other than revolving credit borrowings) or
issues or redeems preferred stock subsequent to the commencement of the period
for which the Fixed Charge Coverage Ratio is being calculated but prior to the
date on which the event for which the calculation of the Fixed Charge Coverage
Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio
shall be calculated giving pro forma effect to such incurrence, assumption,
guarantee, redemption or repayment of Indebtedness, or such issuance or
redemption of preferred stock, as if the same had occurred at the beginning of
the applicable Reference Period.

                  In addition, for purposes of making the computation referred
to above:

                  (1) acquisitions that have been made by the Company or any of
         the Restricted Subsidiaries, including through mergers or
         consolidations and including any related financing transactions, during
         the Reference Period or subsequent to such Reference Period and on or
         prior to the Calculation Date shall be deemed to have occurred on the
         first day of the Reference Period; and

                  (2) the Consolidated Cash Flow and Fixed Charges attributable
         to operations or businesses disposed of prior to the Calculation Date
         shall be excluded; provided that whenever pro forma effect is to be
         given to an acquisition or a disposition, the amount of income or
         earnings related thereto (including the incurrence of any Indebtedness
         and any pro forma expense and cost reductions that have occurred or are
         reasonably expected to occur, regardless of whether those expense and
         cost reductions could then be reflected in pro forma financial
         statements in accordance with Regulation S-X promulgated under the
         Securities Act or any regulation or policy of the Commission related
         thereto) shall be reasonably determined in good faith by one of the
         Company's responsible financial or accounting officers.

                  "Fixed Charges" means, with respect to any Person for any
period, the sum of:

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

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

                  (3) interest actually paid by such Person or any of its
         Restricted Subsidiaries under any guarantee of Indebtedness or other
         obligation of any other Person; plus

                  (4) all cash dividend payments (and non-cash dividend payments
         in the case of a Person that is a Restricted Subsidiary) on any series
         of preferred stock of such Person (but in all cases excluding issuance
         costs).


                                       7
<PAGE>


                  "Foreign Subsidiary" means any Restricted Subsidiary that is
not a Domestic Subsidiary.

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

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, substantially in
the form of Exhibit A hereto issued in accordance with Article 2 hereof.

                  "Global Note Legend" means the legend set forth in Section
2.06(e)(i) hereof to be placed on all Global Notes issued under this Indenture.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
Guarantee or obligations the full faith and credit of the United States is
pledged.

                  "Guarantee" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                  "Guarantor" means each Subsidiary that executes a Guarantee in
accordance with the provisions of this Indenture and their respective successors
and assigns.

                  "Hedging Obligations" means, with respect to any Person, the
obligations of such Person incurred in the ordinary course of business and not
for speculative purposes under:

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

                  (2) foreign exchange contracts or currency swap agreements;
         and

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

                  "Holder" means a holder of Notes.

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

                  "Indebtedness" means, with respect to any Person:

                  (1) any Redeemable Stock of such Person;

                  (2) any indebtedness of such Person, whether or not
         contingent, in respect of borrowed money or evidenced by bonds, notes,
         debentures or similar instruments or letters of credit (or
         reimbursement agreements in respect thereof) or banker's acceptances or
         representing Capital Lease Obligations or the balance deferred and
         unpaid of the purchase price of any property or representing any
         Hedging Obligations, except any such balance that constitutes an
         accrued expense or trade payable, if and to the extent any of the
         foregoing indebtedness (other than letters of credit and Hedging
         Obligations) would appear as a liability upon a balance sheet of such
         Person prepared in accordance with GAAP;


                                       8
<PAGE>


                  (3) all indebtedness of any other Person secured by a Lien on
         any asset of such Person (whether or not such indebtedness is assumed
         by such Person); and

                  (4) to the extent not otherwise included, the guarantee by
         such Person of any indebtedness of any other Person.

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

                  "Initial Notes" means $215,000,000 in aggregate principal
amount of 7 7/8% Senior Subordinated Notes due 2014 issued under this Indenture
on the Issue Date.

                  "Independent Investment Banker" means the Reference Treasury
Dealer appointed by the Trustee after consultation with the Company.

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

                  "Intangible Assets" means goodwill, patents, tradenames,
trademarks, copyrights, franchises, experimental expense, organization expenses
and any other amounts classified as intangible assets in accordance with GAAP.

                  "Investment" by any Person in any other Person means (without
duplication):

                  (1) the acquisition (whether by purchase, merger,
         consolidation or otherwise) by such Person (whether for cash, property,
         services, securities or otherwise) of capital stock, bonds, notes,
         debentures, partnership or other ownership interests or other
         securities, including any options or warrants, of such other Person or
         any agreement to make any such acquisition;

                  (2) the making by such Person of any deposit with, or advance,
         loan or other extension of credit to, such other Person (including the
         purchase of property from another Person subject to an understanding or
         agreement, contingent or otherwise, to resell such property to such
         other Person) or any commitment to make any such advance, loan or
         extension (but excluding accounts receivable or deposits arising in the
         ordinary course of business); and

                  (3) other than the Company's or any of the Restricted
         Subsidiaries' guarantees of Indebtedness to the extent permitted by
         Section 4.09 hereof, the entering into by such Person of any guarantee
         of, or other credit support or contingent obligation with respect to,
         Indebtedness or other liability of such other Person; provided,
         however, Investments shall not be deemed to include extensions of trade
         credit by such Person or any of its Subsidiaries on commercially
         reasonable terms in accordance with normal trade practices of such
         Person or such Subsidiary, as the case may be.

                  "Issue Date" means June 25, 2004.

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

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset given to secure Indebtedness, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title
retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement
to give any financing statement under the Uniform Commercial Code (or equivalent
statutes) of any jurisdiction with respect to any such lien, pledge, charge or
security interest).


                                       9
<PAGE>


                  "Liquidated Damages" means amounts payable under the
Registration Rights Agreement as pursuant to Section 4 of the Registration
Rights Agreement.

                  "Moody's" means Moody's Investor Services, Inc. or any
successor rating agency.

                  "Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP, and before any
reduction in respect of preferred stock dividends, excluding, however, the
effect of any extraordinary or other material non-recurring gain or loss outside
the ordinary course of business, together with any related provision for taxes
on such extraordinary or other material non-recurring gain or loss.

                  "Net Proceeds" means the aggregate cash or Cash Equivalent
proceeds received by the Company or any of the Restricted Subsidiaries in
respect of any Asset Sale, net of:

                  (1) the direct costs relating to such Asset Sale (including,
         without limitation, legal, accounting and investment banking fees, and
         sales commission) and any other expenses incurred or to be incurred by
         the Company or a Restricted Subsidiary as a direct result of the sale
         of such assets (including, without limitation, severance, relocation,
         lease termination and other similar expenses);

                  (2) taxes actually paid or payable as a result thereof;

                  (3) amounts required to be applied to the repayment of
         Indebtedness (other than Subordinated Indebtedness) secured by a Lien
         on the asset or assets that were the subject of such Asset Sale;

                  (4) all distributions and other payments required to be made
         to non-majority interest holders in the Company's Subsidiaries or
         Permitted Joint Ventures as a result of such Asset Sale; and

                  (5) any reserve for adjustment in respect of the sale price of
         such asset or assets established in accordance with GAAP; including,
         without limitation, pension and other post-employment benefit
         liabilities, liabilities related to environmental matters and
         liabilities under indemnification obligations associated with such
         Asset Sale.

                  "Non-Cash Consideration" means any non-cash or non-Cash
Equivalent consideration received by the Company or a Restricted Subsidiary in
connection with an Asset Sale and any non-cash or non-Cash Equivalent
consideration received by the Company or any of the Restricted Subsidiaries upon
disposition thereof.

                  "Non-recourse Debt" means Indebtedness:

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

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

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

                  "Non-Qualified Asset Sale" means an Asset Sale in which the
Non-Cash Consideration received by the Company or a Restricted Subsidiary
exceeds 25% of the total consideration received in connection with such Asset
Sale calculated in accordance with clause (2)(A), but not clause (2)(B), of the
proviso to the first sentence under Section 4.10 hereof.


                                       10
<PAGE>

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

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

                  "Notes" means the Initial Notes and, unless the context
otherwise requires, the Additional Notes, including any Exchange Notes.

                  "Nursing Facility" means a nursing facility, hospital,
outpatient clinic, assisted living center, hospice, long-term care facility or
other facility that is used or useful in the provision of health care services.

                  "Nursing Facility Swap" means an exchange of assets by the
Company or one or more of the Restricted Subsidiaries for one or more Nursing
Facilities and/or one or more Related Businesses or for the Capital Stock of any
Person owning one or more Nursing Facilities and/or one or more Related
Businesses.

                  "Obligations" means any principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages (including, without
limitation, Liquidated Damages) and other liabilities payable under the
documentation governing any Indebtedness.

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

                  "Officers' Certificate" means a certificate signed on behalf
of the Company by one Officer of the Company, who must be the principal
executive officer, the principal financial officer, a vice president, the
treasurer or the principal accounting officer of the Company, that meets the
requirements of Section 13.05 hereof.

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

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

                  "Payment Default" means any failure to pay any scheduled
installment of principal on any Indebtedness within the grace period provided
for such payment in the documentation governing such Indebtedness.

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

                  "Permitted Joint Venture" means any joint venture that the
Company or a Restricted Subsidiary is a party to that is engaged in a Related
Business.

                  "Permitted Junior Securities" means:

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

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

                  "Permitted Liens" means:

                  (1) Liens in favor of the Company or the Guarantors;


                                       11
<PAGE>

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

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

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

                  (5) Liens existing on the Issue Date under which the Notes are
         to be issued to the extent that such Liens secure Indebtedness
         outstanding on the Issue Date;

                  (6) 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
         concluded; provided that any reserve or other appropriate provision as
         shall be required in conformity with GAAP shall have been made
         therefor;

                  (7) Liens to secure Permitted Refinancing Indebtedness
         incurred to refinance Indebtedness that was secured by a Lien permitted
         under this Indenture and that was incurred in accordance with the
         provisions of this Indenture; provided that such Liens do not extend to
         or cover any of the Company's or any of the Restricted Subsidiaries'
         property or assets other than assets or property securing the
         Indebtedness so refinanced;

                  (8) Liens securing Senior Debt, including Hedging Obligations
         permitted to be incurred by this Indenture;

                  (9) Purchase Money Liens;

                  (10) Liens on Medicare, Medicaid or other patient accounts
         receivable of the Company or the Restricted Subsidiaries and any other
         Liens granted by a Receivables Subsidiary, in each case in connection
         with a Receivables Financing; provided that the aggregate principal or
         redemption amount of Receivables Financing outstanding shall not exceed
         50% of the net amount of the uncollected Medicare, Medicaid or other
         patient accounts receivable then owing to the Company or the Restricted
         Subsidiaries;

                  (11) Liens of carriers, warehousemen, mechanics, suppliers,
         materialmen, repairmen and other Liens imposed by law incurred in the
         ordinary course of business;

                  (12) easements, rights-of-way, zoning restrictions,
         reservations, encroachments and other similar encumbrances in respect
         of real property;

                  (13) any interest or title of a lessor under any Capitalized
         Lease Obligation;

                  (14) Liens upon specific items of inventory or equipment and
         proceeds of the Company or of any Restricted Subsidiary securing the
         Company's or such Restricted Subsidiary's obligations, as the case may
         be, in respect of bankers' acceptances issued or created for its
         account (whether or not under the Credit Agreement) to facilitate the
         purchase, shipment, or storage of such inventory and equipment;

                  (15) Liens securing reimbursement obligations with respect to
         letters of credit (whether or not issued under the Credit Agreement)
         otherwise permitted under this Indenture and issued in connection with
         the purchase of inventory or equipment by the Company or any Restricted
         Subsidiary in the ordinary course of business;


                                       12
<PAGE>

                  (16) Liens to secure (or encumbering deposits securing)
         obligations arising from warranty or contractual service obligations of
         the Company or any Restricted Subsidiary, including rights of offset
         and set-off;

                  (17) Liens securing Acquired Debt or acquisition Indebtedness
         otherwise permitted by this Indenture; provided that such Lien does not
         extend to assets other than those so acquired at the time of such
         acquisition;

                  (18) Liens securing stay and appeal bonds or judgment Liens in
         connection with any judgment not giving rise to a Default under this
         Indenture; and

                  (19) other Liens on assets of the Company or any of the
         Restricted Subsidiaries securing Indebtedness that is permitted by the
         terms of this Indenture to be outstanding having an aggregate principal
         amount at any one time outstanding not to exceed $15,000,000.

                  "Permitted Refinancing Indebtedness" means any of the
Company's or any of the Restricted Subsidiaries' Indebtedness issued in exchange
for, or the net proceeds of which are used solely to extend, refinance, renew,
replace, defease or refund, other Indebtedness of the Company or any of the
Restricted Subsidiaries; provided that:

                  (1) the principal amount of such Permitted Refinancing
         Indebtedness does not exceed the principal amount of the Indebtedness
         so extended, refinanced, renewed, replaced, defeased or refunded (plus
         the amount of any premiums paid and expenses incurred in connection
         therewith);

                  (2) such Permitted Refinancing Indebtedness has a final
         maturity date not earlier than the final maturity date of, and has a
         Weighted Average Life to Maturity not less than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

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

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

                  Notwithstanding the foregoing, any Indebtedness incurred under
Credit Facilities pursuant to the Section 4.09 hereof shall be subject to the
refinancing provisions of the definition of Credit Facilities and not pursuant
to the requirements set forth in this definition of Permitted Refinancing
Indebtedness.

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

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

                  "Property" means with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                  "Purchase Agreement" means (i) with respect to the Initial
Notes, the Purchase Agreement, dated June 18, 2004, among the Company, the
Guarantors and the Initial Purchasers named therein and (ii) with respect to


                                       13
<PAGE>


each issuance of Additional Notes, the purchase agreement or underwriting
agreement among the Company, the Guarantors and the Persons purchasing such
Additional Notes.

                  "Purchase Money Indebtedness" means any Indebtedness of a
Person to any seller or other Person incurred to finance the acquisition or
construction (including in the case of a Capital Lease Obligation, the lease) of
any asset or property which is incurred within 180 days of such acquisition or
completion of construction (or, if later, commencement of current operations)
and is secured only by the assets so financed.

                  "Purchase Money Lien" means a Lien granted on an asset or
property to secure Purchase Money Indebtedness permitted to be incurred under
this Indenture and incurred solely to finance the acquisition or construction of
such asset or property; provided, however, that such Lien encumbers only such
asset or property and is granted within 180 days of such acquisition or
completion of construction (or, if later, commencement of current operations).

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

                  "Qualified Distribution" means a dividend or distribution to
holders of the Company's Equity Interests consisting of the Capital Stock of one
or more Restricted Subsidiaries; provided that: (i) the Capital Stock being
dividended or distributed to such holders is the Capital Stock of one or more
Restricted Subsidiaries engaged solely in Ancillary Business; (ii) the assets of
such Restricted Subsidiaries whose Capital Stock is the subject of such dividend
or distribution do not exceed 10.0% of the Company's Total Assets immediately
prior to giving effect to such dividend or distribution; (iii) no Default or
Event of Default shall have occurred and be continuing or would occur as a
consequence of such dividend or distribution; an (iv) the Fixed Charge Coverage
Ratio for the Reference Period immediately preceding the date on which such
dividend or distribution is declared would have been at least 2.25 to 1,
determined on a pro forma basis, as if such dividend or distribution (and any
reduction of Indebtedness directly related to such dividend or distribution) had
been made at the beginning of such Reference Period.

                  "Qualified Equity Interests" shall mean all of the Company's
Equity Interests other than its Redeemable Stock.

                  "Receivables Financing" means the sale or other disposition of
Medicare, Medicaid or other patient accounts receivable of the Company or any of
its Subsidiaries to a Receivables Subsidiary followed by a financing transaction
in connection with such sale or disposition of such accounts receivable.

                  "Receivables Subsidiary" means a Subsidiary of the Company
exclusively engaged in Receivables Financing and activities reasonably related
thereto, including Beverly Funding Corporation, a Delaware corporation.

                  "Redeemable Stock" means any Capital Stock that, by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder thereof, in whole or in part, on or prior to the date
on which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Redeemable Stock solely because the holders of the
Capital Stock have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Redeemable Stock if the terms of such Capital Stock provide that the
Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless the Company have first complied with the provisions of Section
4.15 hereof.

                  "Reference Period" with regard to any Person means the four
full fiscal quarters (or such lesser period during which such Person has been in
existence) for which internal financial statements are available ended
immediately preceding any date upon which any determination is to be made
pursuant to the terms of the Notes or this Indenture.

                  "Reference Treasury Dealer" means Lehman Brothers Inc. or JP
Morgan Securities Inc., at the Company's option, and their respective
successors; provided, however, that if Lehman Brothers or JP Morgan


                                       14
<PAGE>


Securities Inc. shall cease to be a primary U.S. government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company may substitute
therefore another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quote in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
on the third business day preceding such redemption date.

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

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

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

                  "Related Business" means the business conducted by the Company
and the Restricted Subsidiaries as of the Issue Date and any and all health care
service businesses that in the reasonable business judgment of the Company's
Board of Directors are materially related businesses. Without limiting the
generality of the foregoing, Related Business shall include the operation of
long-term and specialty health care services, skilled nursing care, subacute
care, rehabilitation programs, pharmaceutical services, geriatric care and home
health care.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer within the Corporate Trust Services Division of the Trustee
(or any successor group of the Trustee) with direct responsibility for the
administration of this Indenture or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

                  "Restricted Global Notes" means the Rule 144A Global Note, the
Regulation S Global Note and IAI Global Note, each of which shall bear the
Private Placement Legend.

                  "Restricted Investment" means, in one or a series of related
         transactions, any Investment, other than:

                  (1) Investments in Cash Equivalents;

                  (2) Investments in a Restricted Subsidiary;

                  (3) Investments in any Person that as a consequence of such
         Investment becomes a Restricted Subsidiary;

                  (4) Investments existing on the Issue Date and any renewal or
         replacement thereof on terms and conditions not materially less
         favorable to the Company than that being renewed or replaced;

                  (5) accounts receivable, advances, loans, extensions of credit
         created or acquired in the ordinary course of business;


                                       15
<PAGE>

                  (6) Investments made as a result of the receipt of Non-Cash
         Consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.10 hereof;

                  (7) Investments made as the result of the guarantee by the
         Company or any of the Restricted Subsidiaries of Indebtedness of a
         Person or Persons other than the Company or any of the Restricted
         Subsidiaries that is secured by Liens on assets sold or otherwise
         disposed of by the Company or such Subsidiary to such Person or
         Persons; provided that such Indebtedness was in existence prior to the
         contemplation of such sale or other disposition and that the terms of
         such guarantee permit the Company or such Restricted Subsidiary to
         foreclose on the pledged or mortgaged assets if the Company or such
         Subsidiary are required to perform under such guarantee;

                  (8) Investments having an aggregate fair market value on the
         date such Investment was made and without giving effect to any
         subsequent change in value, in an amount not to exceed at any one time
         outstanding, the greater of (a) $100,000,000 and (b) 7.5% of Total
         Assets;

                  (9) bonds, notes, debentures and other securities received as
         consideration for Assets Sales to the extent permitted under Section
         4.10 hereof;

                  (10) Investments in prepaid expenses, negotiable instruments
         held for collection and lease, utility and workers' compensation,
         performance and other similar deposits made in the ordinary course of
         business;

                  (11) loans and advances to officers, directors and employees
         made in the ordinary course of business of less than $7,500,000 in the
         aggregate at any one time outstanding;

                  (12) agreements resulting from Hedging Obligations permitted
         under Section 4.09 hereof;

                  (13) the acquisition by a Receivables Subsidiary in connection
         with a Receivables Financing of Equity Interests of a trust or other
         Person established by such Receivables Subsidiary to effect such
         Receivables Financing; and any other Investment by the Company or any
         of the Restricted Subsidiaries in a Receivables Subsidiary or any
         Investment by a Receivables Subsidiary in any other Person in
         connection with a Receivables Financing; provided that such other
         Investment is in the form of a note or other instrument that the
         Receivables Subsidiary or other Person is required to repay as soon as
         practicable from available cash collections less amounts required to be
         established as reserves pursuant to contractual agreements with
         entities that are not the Company's Affiliates entered into as part of
         a Receivables Financing;

                  (14) shares of Capital Stock or other securities received in
         settlement of debts owed to the Company or any Restricted Subsidiary as
         a result of foreclosure, perfection or enforcement of any Lien or
         indebtedness or in connection with any good faith settlement of a
         bankruptcy proceeding;

                  (15) any Investment consisting of a guarantee permitted under
         Section 4.09 hereof;

                  (16) Investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (17) advances to employees for moving, travel and
         entertainment, payroll advances and other similar advances to cover
         matters that are expected at the time of such advances to be treated as
         expenses for accounting purposes and that are made in the ordinary
         course of business;

                  (18) Investments consisting of guarantees of debts of
         Permitted Joint Ventures permitted under clause 12 of Section 4.09
         hereof; and


                                       16
<PAGE>


                  (19) Investments in any Related Business; provided, however,
         that a merger of another person with or into the Company or a
         Restricted Subsidiary shall not be deemed to be a Restricted Investment
         so long as the surviving entity is the Company or a Restricted
         Subsidiary.

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

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

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

                  "Rule 144A Notes" means all Notes offered and sold to QIBs in
         reliance on Rule 144A.

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

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

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

                  "Securitization Financing Amount" means with respect to a
Receivables Financing, that portion of the Indebtedness of the related
Receivables Subsidiary that is attributable to the accounts receivable and
related assets of the type set forth in the definition of "Receivables
Financing" transferred to such Receivables Subsidiary by or on behalf of the
Company and the Restricted Subsidiaries.

                  "Senior Debt" means:

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

                  (2) all of the Company's or any Guarantor's Indebtedness
         outstanding on the Issue Date which does not expressly provide that it
         is on a parity with or subordinated in right of payment to the Notes or
         any Guarantee;

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

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

                  Notwithstanding anything to the contrary in the immediately
preceding paragraph, Senior Debt shall include all interest accruing subsequent
to the commencement of any bankruptcy or similar proceeding, whether or not a
claim for post-petition interest is allowable as a claim in such proceeding.

                  Notwithstanding anything to the contrary in the immediately
preceding paragraph, Senior Debt shall not include:

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

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

                  (3) any trade payables; or

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


                                       17
<PAGE>

                  "Senior Subordinated Indebtedness" means:

                  (1) with respect to the Company, the Notes and any other
         Indebtedness of the Company that specifically provides that such
         Indebtedness is to have the same rank as the Notes in right of payment
         and is not subordinated by its terms in right of payment to any
         Indebtedness or other obligation of the Company which is not Senior
         Debt; and

                  (2) with respect to any Guarantor, the Guarantees and any
         other Indebtedness of such Guarantor that specifically provides that
         such Indebtedness is to have the same rank as the Guarantees in right
         of payment and is not subordinated by its terms in right of payment to
         any Indebtedness or other obligation of such Guarantor which is not
         Senior Debt.

                  "Shelf Registration Statement" means the shelf registration
statement issued by the Company in connection with the offer and sale of Notes
pursuant to a Registration Rights Agreement.

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

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

                  "Stockholders' Equity" means, with respect to any Person as of
any date, the stockholders' equity of such Person determined in accordance with
GAAP as of the date of the most recent available internal financial statements
of such Person, and calculated on a pro forma basis to give effect to any
acquisition or disposition by such person consummated or to be consummated since
the date of such financial statements and on or prior to the date of such
calculation.

                  "Subordinated Indebtedness" means the Company's or a
Guarantor's Indebtedness that is subordinated in right of payment to the Notes
or such Restricted Subsidiary's Guarantee of the Notes, as applicable.

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

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

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

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

                  "Subsidiary Guarantee" means any Guarantee by a Guarantor of
the Company's payment Obligations under this Indenture and the Notes, executed
pursuant to the provisions of this Indenture.

                  "Supplemental Indenture" means the supplemental indenture
attached as Exhibit C hereto.


                                       18
<PAGE>

                  "S&P" means Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc., or any successor rating agency.

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

                  "Total Assets" of the Company, means the Company's and the
Restricted Subsidiaries total consolidated assets, as shown on the Company's and
the Restricted Subsidiaries' most recent consolidated balance sheet.

                  "Transfer Restricted Securities" means securities that bear or
are required to bear the Private Placement Legend set forth in Section
2.06(e)(i) hereof.

                  "Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

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

                  "Unrestricted Global Note" means one or more Global Notes,
substantially in the form of Exhibit A attached hereto, that bear the Global
Note Legend, that do not and are not required to bear the Private Placement
Legend and are deposited with or on behalf of and registered in the name of the
Depositary or its nominee.

                  "Unrestricted Subsidiary" means any of the Company's
Subsidiaries or any successor to any of them that is designated by the Board of
Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only
to the extent that such Subsidiary:

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

                  (2) is not party to any agreement, contract, arrangement or
         understanding with the Company or any of the Restricted Subsidiaries
         unless the terms of any such agreement, contract, arrangement or
         understanding are no less favorable to the Company or such Restricted
         Subsidiary than those that might be obtained at the time from Persons
         who are not Affiliates of the Company;

                  (3) is a Person with respect to which neither the Company nor
         any of the Restricted Subsidiaries has any direct or indirect
         obligation (a) to subscribe for additional Equity Interests or (b) to
         maintain or preserve its financial condition or to cause the Company to
         achieve any specified levels of operating results; and

                  (4) has not guaranteed or otherwise, directly or indirectly,
         provided credit support for any of the Company or any of the Restricted
         Subsidiaries' Indebtedness.

                  Any designation of a Subsidiary of such Person as an
Unrestricted Subsidiary will be evidenced to the Trustee by filing with the
Trustee a certified copy of the board resolution giving effect to such
designation and an Officer's Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of such
Person as of such date and, if such Indebtedness is not permitted to be incurred
as of such date under Section 4.09 hereof, such Person will be in default of
such covenant. The Board of Directors of such Person may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation will be deemed to be an

                                       19
<PAGE>


incurrence of Indebtedness by a Restricted Subsidiary of such Person of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if (1) such Indebtedness is permitted under Section 4.09
hereof, calculated on a pro forma basis as if such designation had occurred at
the beginning of the four-quarter reference period; (2) no Default or Event of
Default would be in existence following such designation; and (3) if required as
set forth under Section 4.17 hereof, such Subsidiary executes and delivers to
the Trustee a Supplemental Indenture providing for a Guarantee.

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

                  "Weighted Average Life To Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (1) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity, or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (2) the then outstanding principal
amount of such Indebtedness.

Section 1.02      Other Definitions.

<Table>
<Caption>
                                                                                        Defined in
                   Term                                                                   Section
<S>                                                                                     <C>
        "Affiliate Transaction".............................................................4.11
        "Asset Sale Offer"..................................................................3.09
        "Authentication Order"..............................................................2.02
        "Change of Control Offer"...........................................................4.15
        "Change of Control Payment".........................................................4.15
        "Change of Control Payment Date"....................................................4.15
        "Company".......................................................................Preamble
        "Covenant Defeasance"...............................................................8.03
        "DTC"...............................................................................2.03
        "Event of Default"..................................................................6.01
        "Excess Proceeds"...................................................................4.10
        "Guarantors"....................................................................Preamble
        "incur".............................................................................4.09
        "Investment Grade Rating"...........................................................4.19
        "Legal Defeasance"..................................................................8.02
        "Offer Amount"......................................................................3.09
        "Offer Period"......................................................................3.09
        "Paying Agent"......................................................................2.03
        "Payment Blockage Notice"..........................................................12.02
        "Purchase Date".....................................................................3.09
        "Registrar".........................................................................2.03
        "Regulation S Global Note"..........................................................2.01
        "Restricted Payments"...............................................................4.07
        "Rule 144A Global Note".............................................................2.01
        "Suspended Covenants"...............................................................4.19
</Table>

Section 1.03      Incorporation by Reference of Trust Indenture Act.

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

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

                  "indenture securities" means the Notes;

                                       20
<PAGE>


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

                  "indenture to be qualified" means this Indenture;

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

                  "obligor" on the Notes means the Company and the Guarantors,
respectively, and any successor obligor on the Notes.

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

Section 1.04      Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (iii) "or" is not exclusive;

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

                  (v) all references in this instrument to "Articles,"
         "Sections" and other subdivisions are to the designated Articles,
         Sections and subdivisions of this instrument as originally executed;

                  (vi) the words "herein," "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision;

                  (vii) "including" means "including without limitation";

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

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

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01      Form and Dating.

                  (a) General. The Notes and the Trustee's certificate of
authentication will be substantially in the form of Exhibit A hereto, which is
hereby incorporated in and expressly made part of this Indenture. The Notes may
be issued in the form of Definitive Notes or Global Notes, as specified by the
Company. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage. Each Note will be dated the date of its
authentication. The Notes will be in denominations of $1,000 and integral
multiples thereof.

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

                                       21
<PAGE>


it represents the aggregate principal amount of outstanding Notes from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
Trustee or the Note Custodian, at the direction of the Trustee, in accordance
with instructions given by the Holder thereof as required by Section 2.06
hereof.

                  The terms and provisions contained in the Notes will
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture will govern and be controlling.

                  (b) Initial Notes. The Initial Notes will be offered and sold
by the Company pursuant to a Purchase Agreement. The Initial Notes will be
resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Non-U.S.
Persons in reliance on Regulation S. Initial Notes may thereafter be transferred
to, among others, QIBs, Institutional Accredited Investors in transactions
exempt from the registration requirements of the Securities Act other than an
exemption under Rule 144A, Regulation S and Rule 144 and purchasers in reliance
on Regulation S, subject to the restrictions on transfer set forth herein.
Initial Notes initially resold pursuant to Rule 144A will be issued initially in
the form of one or more Global Notes in definitive, fully registered form
(collectively, the "Rule 144A Global Note") and Initial Notes initially resold
pursuant to Regulation S will be issued initially in the form of one or more
Global Notes in definitive, fully registered form (collectively, the "Regulation
S Global Note"), in each case without interest coupons and with the Global Note
Legend and Private Placement Legend set forth in Exhibit A hereto, which will be
deposited on behalf of the purchasers of the Initial Notes represented thereby
with the Notes Custodian, and registered in the name of DTC or a nominee of DTC,
duly executed by the Company and authenticated by the Trustee as provided in
this Indenture. Beneficial ownership interests in the Regulation S Global Note
may be held only through Euroclear and Clearstream (as indirect participants in
DTC) and will not be exchangeable for interests in the Rule 144A Global Note,
the IAI Global Note or a Definitive Note without a legend containing
restrictions on transfer of such Note prior to the expiration of the
Distribution Compliance Period and then only upon (x) certification in form
reasonably satisfactory to the Trustee that Beneficial Ownership interests in
such Regulation S Global Note are owned either by Non-U.S. Persons or U.S.
Persons who purchased such interests in a transaction that did not require
registration under the Securities Act and (y) in the case of an exchange for a
Definitive Note, in compliance with Section 2.01(c) hereof. The aggregate
principal amount of the Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee as hereinafter provided.

                  (c) Book-Entry Provisions. This Section 2.01(c) will apply
only to a Global Note deposited with or on behalf of the Depositary.

                  The Company will execute and the Trustee will, in accordance
with this Section 2.01(c), authenticate and deliver initially one or more Global
Notes that (a) will be deposited upon issuance with the Trustee as custodian for
the Depositary, in New York, New York and (b) will be registered in the name of
the Depositary or its nominee, in each case for credit to an account of a direct
or indirect participant in the Depositary.

                  Participants in the Depositary will have no rights under this
Indenture with respect to any Global Note held on their behalf by the Depositary
or by the Trustee as the custodian of the Depositary or under such Global Note,
and the Company, the Trustee and any agent of the Company or the Trustee will be
entitled to treat the Depositary as the absolute owner of such Global Note for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein will
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 Depositary or impair, as between the Depositary and its
Participants, the operation of customary practices of such Depositary governing
the exercise of the rights of a Holder of a beneficial interest in any Global
Note.

                  (d) Certificated Notes. Except as provided in this Section
2.01 Section 2.06(c) hereof, owners of beneficial interests in Global Notes will
not be entitled to receive physical delivery of Definitive Notes.


                                       22
<PAGE>

Section 2.02      Execution and Authentication.

                  (a) One Officer will sign the Notes for the Company by manual
or facsimile signature.

                  (b) If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note will nevertheless be
valid.

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

                  (d) The Trustee will authenticate and deliver: (i) on the
Issue Date, an aggregate principal amount of $215,000,000 7 7/8% Senior
Subordinated Notes due 2014, (ii) Additional Notes for an original issue in an
aggregate principal amount specified in the written order of the Company
pursuant to this Section 2.02 and (iii) Exchange Notes for issue only in an
Exchange Offer pursuant to the Registration Rights Agreement, for a like
principal amount of Initial Notes or Additional Notes, in each case upon a
written order of the Company signed by one Officer of the Company (an
"Authentication Order"). Such order will specify the amount of the Notes to be
authenticated and the date on which the original issue of the Notes is to be
authenticated.

                  (e) The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Notes. An authenticating agent may
authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent for service of
notices and demands.

Section 2.03      Registrar and Paying Agent.

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

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

                  (c) The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes.

Section 2.04      Paying Agent to Hold Money in Trust.

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



                                       23
<PAGE>

Section 2.05      Holder Lists.

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

Section 2.06      Transfer and Exchange.

                  (a) Transfer and Exchange of Definitive Notes. When Definitive
Notes are presented to the Registrar or a co-registrar with a request:

                  (x) to register the transfer of such Definitive Notes or

                  (y) to exchange such Definitive Notes for an equal principal
         amount of Definitive Notes of other authorized denominations,

the Registrar or co-registrar will register the transfer or make the exchange as
requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered for transfer or exchange:

                  (i) are duly endorsed or accompanied by a written instrument
         of transfer in form reasonably satisfactory to the Company and the
         Registrar or co-registrar, duly executed by the Holder thereof or its
         attorney duly authorized in writing; and

                  (ii) if such Definitive Notes are required to bear a
         restricted securities legend, they are being transferred or exchanged
         pursuant to an effective registration statement under the Securities
         Act, pursuant to Section 2.06(b) hereof or pursuant to clause (A), (B)
         or (C) below, and are accompanied by the following additional
         information and documents, as applicable:

                           (A) if such Definitive Notes are being delivered to
                  the Registrar by a Holder for registration in the name of such
                  Holder, without transfer, a certification from such Holder to
                  that effect; or

                           (B) if such Definitive Notes are being transferred to
                  the Company, a certification to that effect; or

                           (C) if such Definitive Notes are being transferred
                  (x) pursuant to an exemption from registration in accordance
                  with Rule 144A, Regulation S or Rule 144, (y) to an
                  Institutional Accredited Investor in a transaction exempt from
                  the registration requirements of the Securities Act other than
                  an exemption under clause (x) above, or (z) in reliance upon
                  another exemption from the requirements of the Securities Act:
                  (1) a certification to that effect (in the form provided in
                  this Indenture in Exhibit B attached hereto) and (2) if the
                  Company so requests, an opinion of counsel or other evidence
                  reasonably satisfactory to it as to compliance with the
                  restrictions set forth in the legend set forth in Section
                  2.06(e)(i) hereof.

                  (b) Restrictions on Transfer of a Definitive Note for a
Beneficial Interest in a Global Security. A Definitive Note may not be exchanged
for a beneficial interest in a Rule 144A Global Note, a Regulation S Global Note
or an IAI Global Note except upon satisfaction of the requirements set forth
below. Upon receipt by the Trustee of a Definitive Note, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with:


                                       24
<PAGE>

                  (i) certification, in the form set forth on the reverse of the
         Note, that such Definitive Note is either (A) being transferred to a
         QIB in accordance with Rule 144A, (B) is being transferred after
         expiration of the Distribution Compliance Period by a Person who
         initially purchased such Note in reliance on Regulation S to a buyer
         who elects to hold its interest in such Note in the form of a
         beneficial interest in the Regulation S Global Security or (C) is being
         transferred to an Institutional Accredited Investor in a transaction
         exempt from the registration requirements of the Securities Act other
         than an exemption under Rule 144A, Regulation S or Rule 144; and

                  (ii) written instructions directing the Trustee to make, or to
         direct the Notes Custodian to make, an adjustment on its books and
         records with respect to such Rule 144A Global Note (in the case of a
         transfer pursuant to clause (b)(i)(A) above), Regulation S Global Note
         (in the case of a transfer pursuant to clause (b)(i)(B) above) or IAI
         Global Note (in the case of a transfer pursuant to clause (b)(i)(C)
         above) to reflect an increase in the aggregate principal amount of the
         Notes represented by the Rule 144A Global Note, Regulation S Global
         Note or IAI Global Note, as applicable, such instructions to contain
         information regarding the Depositary account to be credited with such
         increase,

then the Trustee will cancel such Definitive Note and cause, or direct the Notes
Custodian to cause, in accordance with the standing instructions and procedures
existing between the Depositary and the Notes Custodian, the aggregate principal
amount of Notes represented by the Rule 144A Global Note, Regulation S Global
Note or IAI Global Note, as applicable, to be increased by the aggregate
principal amount of the Definitive Note to be exchanged and will credit or cause
to be credited to the account of the Person specified in such instructions a
beneficial interest in the Rule 144A Global Note, Regulation S Global Note or
IAI Global Note, as applicable, equal to the principal amount of the Definitive
Note so canceled. If no Rule 144A Global Notes, Regulation S Global Notes or IAI
Global Notes, as applicable, are then outstanding, the Company will issue and
the Trustee will authenticate, upon written order of the Company in the form of
an Officers' Certificate, a new Rule 144A Global Note, Regulation S Global Note
or IAI Global Note, as applicable, in the appropriate principal amount.

                  (c) Transfer and Exchange of Global Notes. (i) The transfer
and exchange of Global Notes or beneficial interests therein will be effected
through the Depositary, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depositary therefor. A transferor of a beneficial interest in a Global Note will
deliver to the Registrar a written order given in accordance with the
Depositary's procedures containing information regarding the Participant account
of the Depositary to be credited with a beneficial interest in the Global Note.
The Registrar will, in accordance with such instructions, instruct the
Depositary to credit to the account of the Person specified in such instructions
a beneficial interest in the Global Note and to debit the account of the Person
making the transfer the beneficial interest in the Global Note being
transferred.

                  (ii) If the proposed transfer is a transfer of a beneficial
         interest in one Global Note to a beneficial interest in another Global
         Note, the Registrar will reflect on its books and records the date and
         an increase in the principal amount of the Global Note to which such
         interest is being transferred in an amount equal to the principal
         amount of the interest to be so transferred, and the Registrar will
         reflect on its books and records the date and a corresponding decrease
         in the principal amount of the Global Note from which such interest is
         being transferred.

                  (iii) Notwithstanding any other provisions of this Indenture
         (other than the provisions set forth in Section 2.06(c)(v) hereof), a
         Global Note may not be transferred as a whole except by the Depositary
         to a nominee of the Depositary or by a nominee of the Depositary to the
         Depositary or another nominee of the Depositary or by the Depositary or
         any such nominee to a successor Depositary or a nominee of such
         successor Depositary.

                  (iv) In the event that a Global Note is exchanged for
         Definitive Notes pursuant to Section 2.06(c)(v) hereof, prior to the
         consummation of an Exchange Offer or the effectiveness of a Shelf
         Registration Statement with respect to such Notes, such Notes may be
         exchanged only in accordance with such procedures as are substantially
         consistent with the provisions of this Section 2.06 (including the
         certification requirements set forth on the reverse of the Initial
         Notes intended to ensure that such transfers comply with Rule 144A,
         Regulation S or Regulation D under the Securities Act, as the case may
         be) and such other procedures as may from time to time be adopted by
         the Company.


                                       25
<PAGE>

                  (v) A Global Note deposited with the Depositary or with the
         Trustee as Notes Custodian for the Depositary pursuant to Section 2.01
         hereof will be transferred to the Beneficial Owners thereof in the form
         of Definitive Notes in an aggregate principal amount equal to the
         principal amount of such Global Note, in exchange for such Global Note,
         only if such transfer complies with Section 2.06 hereof and (A) the
         Depositary notifies the Company that it is unwilling or unable to
         continue as Depositary for such Global Note or if at any time such
         Depositary ceases to be a "clearing agency" registered under the
         Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 90 days of such notice, (B) an Event of
         Default has occurred and is continuing, or (C) the Company, in its sole
         discretion, notifies the Trustee in writing that it elects to cause the
         issuance of Definitive Notes under this Indenture; provided that the
         Company is obligated to promptly instruct the Trustee to authenticate
         and deliver Definitive Notes to the Beneficial Owners of such Global
         Notes in exchange for such Global Notes upon the occurrences of the
         events described in clauses (A) and (B) above.

                  Any Global Note that is transferable to the Beneficial Owners
thereof pursuant to this Section 2.06(c)(v) will be surrendered by the
Depositary to the Trustee located at its principal corporate trust office in New
York, New York, to be so transferred, in whole or from time to time in part,
without charge, and the Trustee will authenticate and deliver, upon such
transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. Any portion of a Global
Note transferred pursuant to this Section 2.06(c)(v) will be executed,
authenticated and delivered only in denominations of $1,000 principal amount and
any integral multiple thereof and registered in such names as the Depositary
shall direct. Any Definitive Note delivered in exchange for an interest in the
Transfer Restricted Security will, except as otherwise provided by Section
2.06(e) hereof or unless not required by applicable law, bear the Private
Placement Legend set forth in Exhibit A hereto.

                  (d) (i) Exchanges Between Regulation S Global Notes and Rule
144A Global Notes. Prior to the expiration of the Distribution Compliance
Period, beneficial interests in a Regulation S Global Note may be exchanged for
beneficial interests in the Rule 144A Global Note only if (i) such exchange
occurs in connection with a transfer of the Notes pursuant to Rule 144A and (ii)
the transferor first delivers to the Trustee a written certificate (in the form
provided in this Indenture in Exhibit B attached hereto) to the effect that the
Notes are being transferred to a Person (A) who the transferor reasonably
believes to be a QIB; (B) purchasing for its own account or the account of a QIB
in a transaction meeting the requirements of Rule 144A; and (C) in accordance
with all applicable securities laws of the states of the United States and other
jurisdictions.

                  Beneficial interests in a Rule 144A Global Note may be
transferred to a Person who takes delivery in the form of an interest in the
Regulation S Global Note, whether before or after the expiration of the
Distribution Compliance Period, only if the transferor first delivers to the
Trustee a written certificate (in the form provided in this Indenture in Exhibit
B attached hereto) to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Distribution Compliance
Period, the interest transferred will be held immediately thereafter through
Euroclear or Clearstream.

                  Transfers involving exchanges of beneficial interests between
the Regulation S Global Notes will be effected through the Depositary by means
of an instruction originated by the Trustee through the DTC Deposit/Withdraw at
Custodian system. Accordingly, in connection with any such transfer, appropriate
adjustments will be made to reflect a decrease in the principal amount of the
Regulation S Global Note and a corresponding increase in the principal amount of
the Rule 144A Global Note or vice versa, as applicable. Any beneficial interest
in one of the Global Notes that is transferred to a Person who takes delivery in
the form of an interest in the other Global Note will, upon transfer, cease to
be an interest in such Global Note and will become an interest in the other
Global Note and, accordingly, will thereafter be subject to all transfer
restrictions and other procedures applicable to the beneficial interest in such
other Global Note for so long as it remains such an interest. The policies and
practices of the Depositary may prohibit transfers of beneficial interests in
the Regulation S Global Note prior to the expiration of the Distribution
Compliance Period.

                  (ii) Exchanges Between Regulation S Global Notes and IAI
         Global Notes. Beneficial interests in a Regulation S Global Note may be
         exchanged for beneficial interests in the IAI Global Note only if the
         transferor first delivers to the Trustee a written certificate (in the
         form provided in this Indenture in Exhibit B attached hereto) to the
         effect that the Notes are being transferred to an Institutional
         Accredited Investor in a


                                       26
<PAGE>

         transaction exempt from the registration requirements of the Securities
         Act other than an exemption under Rule 144A, Regulation S, or Rule 144.

                  Beneficial interests in a IAI Global Note may be transferred
to a Person who takes delivery in the form of an interest in the Regulation S
Global Note, whether before or after the expiration of the Distribution
Compliance Period, only if the transferor first delivers to the Trustee a
written certificate (in the form provided in this Indenture in Exhibit B
attached hereto) to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Distribution Compliance
Period, the interest transferred will be held immediately thereafter through
Euroclear or Clearstream.

                  Transfers involving exchanges of beneficial interests between
the Regulation S Global Notes and IAI Global Notes will be effected through the
Depositary by means of an instruction originated by the Trustee through the DTC
Deposit/Withdraw at Custodian system. Accordingly, in connection with any such
transfer, appropriate adjustments will be made to reflect a decrease in the
principal amount of the Regulation S Global Note and a corresponding increase in
the principal amount of the IAI Global Note or vice versa, as applicable. Any
beneficial interest in one of the Global Notes that is transferred to a Person
who takes delivery in the form of an interest in the other Global Note will,
upon transfer, cease to be an interest in such Global Note and will become an
interest in the other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions and other procedures applicable to the beneficial
interest in such other Global Note for so long as it remains such an interest.
The policies and practices of the Depositary may prohibit transfers of
beneficial interests in the Regulation S Global Note prior to the expiration of
the Distribution Compliance Period.

                  (iii) Exchanges Between IAI Global Notes and Rule 144A Global
         Notes. Beneficial interests in a IAI Global Note may be exchanged for
         beneficial interests in the Rule 144A Global Note only if (i) such
         exchange occurs in connection with a transfer of the Notes pursuant to
         Rule 144A and (ii) the transferor first delivers to the Trustee a
         written certificate (in the form provided in this Indenture in Exhibit
         B attached hereto) to the effect that the Notes are being transferred
         to a Person (A) who the transferor reasonably believes to be a QIB; (B)
         purchasing for its own account or the account of a QIB in a transaction
         meeting the requirements of Rule 144A; and (C) in accordance with all
         applicable securities laws of the states of the United States and other
         jurisdictions.

                  Beneficial interest in a Rule 144A Global Note may be
transferred to a Person who takes delivery in the form of an interest in the IAI
Global Note only if the transferor first delivers to the Trustee a written
certificate (in the form provided in this Indenture in Exhibit B attached
hereto) to the effect that the Notes are being transferred to an Institutional
Accredited Investor in a transaction exempt from the registration requirements
of the Securities Act other than an exemption under Rule 144A, Regulation S, or
Rule 144.

                  Transfers involving exchanges of beneficial interests between
the IAI Global Notes will be effected through the Depositary by means of an
instruction originated by the Trustee through the DTC Deposit/Withdraw at
Custodian system. Accordingly, in connection with any such transfer, appropriate
adjustments will be made to reflect a decrease in the principal amount of the
IAI Global Note and a corresponding increase in the principal amount of the Rule
144A Global Note or vice versa, as applicable. Any beneficial interest in one of
the Global Notes that is transferred to a Person who takes delivery in the form
of an interest in the other Global Note will, upon transfer, cease to be an
interest in such Global Note and will become an interest in the other Global
Note and, accordingly, will thereafter be subject to all transfer restrictions
and other procedures applicable to the beneficial interest in such other Global
Note for so long as it remains such an interest.

                  (e) Legend.

                  (i) Except as permitted by the following paragraphs (ii),
         (iii) and (iv), each Note certificate evidencing the Global Notes (and
         all Notes issued in exchange therefor or in substitution thereof) will
         bear the Private Placement Legend in substantially the following form:

         THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
         STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE
         OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A
         PERSON WHOM THE


                                       27
<PAGE>


         SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
         THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
         OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
         TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE
         TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER
         THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
         UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
         AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
         TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
         ACT (5) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT (BASED UPON AN OPINION OF COUNSEL IF
         THE COMPANY SO REQUESTS) OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION
         STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL
         APPLICABLE BLUE SKY LAWS OF THE STATES OF THE UNITED STATES.

         Each Global Note will also bear the Global Note Legend in substantially
the following form:

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

         Each Definitive Note will also bear the following additional legend:

         IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
         REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
         SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER
         COMPLIES WITH THE FOREGOING RESTRICTIONS.

                  (ii) Upon any sale or transfer of a Transfer Restricted
         Security (including any Transfer Restricted Security represented by a
         Global Note) pursuant to Rule 144, the Registrar will permit the
         transferee thereof to exchange such Transfer Restricted Security for a
         certificated Note that does not bear the legend set forth above and
         rescind any restriction on the transfer of such Transfer Restricted
         Security, if the transferor thereof certifies in writing to the
         Registrar that such sale or transfer was made in reliance on Rule 144
         (in the form provided in this Indenture in Exhibit B attached hereto).

                  (iii) After a transfer of any Initial Notes pursuant to and
         during the period of the effectiveness of a Shelf Registration
         Statement with respect to such Initial Notes, all requirements
         pertaining to legends relating to the restrictions on transfer relating
         to the Securities Act on such Initial Note will cease to apply, the
         requirements requiring that any such Initial Note issued to certain
         Holders be issued in global form will cease to apply, and a
         certificated Initial Note or an Initial Note in global form, in each
         case without restrictive transfer legends, will be available to the
         transferee of the Holder of such Initial Notes upon exchange of such
         transferring Holder's certificated Initial Note or appropriate
         directions to transfer such Holder's interest in the Global Note, as
         applicable.

                  (iv) Upon the consummation of an Exchange Offer with respect
         to the Initial Notes, all requirements pertaining to such Initial Notes
         that Initial Notes issued to certain Holders be issued in global form
         will still apply with respect to Holders of such Initial Notes that do
         not exchange their Initial Notes, and Exchange Notes in certificated or
         global form, in each case without the restrictive securities legend




                                       28
<PAGE>

         relating to the restrictions on transfer relating to the Securities Act
         set forth in Exhibit A hereto will be available to Holders that
         exchange such Initial Notes in such Exchange Offer.

                  (f) Cancellation or Adjustment of Global Note. At such time as
all beneficial interests in a Global Note have been exchanged for Definitive
Notes or a particular Global Note has been redeemed, purchased or canceled, each
such Global Note will be returned to or retained and canceled by the Trustee. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for certificated Notes, redeemed, purchased or canceled, the
principal amount of Notes represented by such Global Note will be reduced and an
adjustment will be made on the books and records of the Trustee (if it is then
the Notes Custodian for such Global Note) with respect to such Global Note, by
the Trustee or the Notes Custodian, to reflect such reduction.

                  (g) General Provisions Relating to Transfers and Exchanges of
Securities.

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

                  (ii) No service charge will be made for any registration of
         transfer or exchange, but the Company may require payment of a sum
         sufficient to cover any transfer tax, assessments, or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes, assessments or similar governmental charge payable
         upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.15 and
         9.05 of this Indenture).

                  (iii) Prior to the due presentation for registration of
         transfer of any Note, the Company, the Trustee, the Paying Agent, the
         Registrar or any co-registrar may deem and treat the person in whose
         name a Note is registered as the absolute owner of such Note for the
         purpose of receiving payment of principal of, interest, premium and
         Liquidated Damages, if any, on such Note and for all other purposes
         whatsoever, whether or not such Note is overdue, and none of the
         Company, the Trustee, the Paying Agent, the Registrar or any
         co-registrar will be affected by notice to the contrary.

                  (iv) Neither the Registrar nor the Company will be required:

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

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

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

                  (v) All 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 Notes
         surrendered upon such transfer or exchange.

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

                  (h) No Obligation of the Trustee.

                  (i) The Trustee will have no responsibility or obligation to
         any Beneficial Owner of a Global Note, a Participant in the Depositary
         or other Person with respect to the accuracy of the records of the
         Depositary or its nominee or of any Participant, with respect to any
         ownership interest in the Notes or with respect to the delivery to any
         Participant, Beneficial Owner or other Person (other than the
         Depositary) of


                                       29
<PAGE>


         any notice (including any notice of redemption) or the payment of any
         amount, under or with respect to such Notes. All notices and
         communications to be given to the Holders and all payments to be made
         to Holders under the Notes will be given or made only to or upon the
         order of the registered Holders (which will be the Depositary or its
         nominee in the case of a Global Note). The rights of Beneficial Owners
         in any Global Note will be exercised only through the Depositary
         subject to the applicable rules and procedures of the Depositary. The
         Trustee may rely and will be fully protected in relying upon
         information furnished by the Depositary with respect to its
         Participants and any Beneficial Owners.

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

Section 2.07      Replacement Notes.

                  (a) If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company will issue and the Trustee,
upon receipt of the Authentication Order in accordance with Section 2.02 hereof,
will authenticate a replacement Note. If required by the Trustee or the Company,
an indemnity bond must be supplied by the Holder that is sufficient in the
judgment of the Trustee and the Company to protect the Company, the Trustee, any
Agent and any authenticating agent from any loss that any of them may suffer if
a Note is replaced. Such Holder will reimburse the Company and the Trustee may
charge for their expenses in replacing a Note.

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

Section 2.08      Outstanding Notes.

                  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those set forth in
this Section as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

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

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

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay all principal, interest, premium and Liquidated Damages, if
any, on that date with respect to the Notes, then on and after that date such
Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

Section 2.09      Treasury Notes.

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


                                       30
<PAGE>

Section 2.10      Temporary Notes.

                  Until certificates representing Notes are ready for delivery,
the Company may prepare and the Trustee will authenticate temporary Notes upon
receipt of the Authentication Order in accordance with Section 2.02 hereof.
Temporary Notes will be substantially in the form of Definitive Notes but may
have variations that the Company considers appropriate for temporary Notes and
that are reasonably acceptable to the Trustee. Without unreasonable delay, the
Company will prepare and the Trustee will authenticate Notes in exchange for
temporary Notes.

Section 2.11      Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment.
Upon the sole direction of the Company, the Trustee and no one else will cancel
all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and will dispose of such canceled Notes in
accordance with its customary procedures (subject to the record retention
requirement of the Exchange Act or other applicable laws). Upon written request,
certification of the disposition of all canceled Notes will be delivered to the
Company. The Company may not issue new Notes to replace Notes that it has
redeemed, paid or delivered to the Trustee for cancellation.

Section 2.12      Defaulted Interest.

                  If the Company defaults in a payment of interest on the Notes,
it will pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and
the date of the proposed payment. The Company will fix or cause to be fixed each
such special record date and payment date; provided that no such special record
date will be less than 10 days prior to the related payment date for such
defaulted interest. At least 15 days before the special record date, the Company
(or, upon the written request of the Company, the Trustee in the name and at the
expense of the Company) will mail or cause to be mailed to Holders a notice that
states the special record date, the related payment date and the amount of
defaulted interest to be paid.

Section 2.13      CUSIP Numbers.

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

Section 2.14      Issuance of Additional Notes.

                  The Company will be entitled, subject to its compliance with
Section 4.09 hereof, to issue Additional Notes under this Indenture with
identical terms as the Initial Notes issued on the Issue Date, other than with
respect to the date of issuance, issue price and rights under a related
registration rights agreement. The Initial Notes issued on the Issue Date, any
Additional Notes and all Exchange Notes issued in exchange therefor will be
treated as a single class for all purposes under this Indenture, including
directions, waivers, amendments, consents and redemptions.


                                       31
<PAGE>

                  With respect to any Additional Notes, the Company will set
forth in a resolution of the Board of Directors of the Company and an Officers'
Certificate, copies of which will be delivered to the Trustee, the following
information:

                  (i) the aggregate principal amount of such Additional Notes to
         be authenticated and delivered pursuant to this Indenture;

                  (ii) the issue price, the issue date and the CUSIP number of
         such Additional Notes; provided, however, that no Additional Notes may
         be issued at a price that would cause such Additional Notes to have
         "original issue discount" within the meaning of Section 1273 of the
         Internal Revenue Code of 1986, as amended, other than a de minimis
         original issue discount within the meaning of Section 1273 of the Code;
         and

                  (iii) whether such Additional Notes will be Transfer
         Restricted Securities or will be issued in the form of Exchange Notes.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01      Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it will furnish to the Trustee, at
least 45 days before a redemption date, an Officers' Certificate setting forth
(i) the clause of this Indenture pursuant to which the redemption will occur,
(ii) the redemption date, (iii) the principal amount of Notes to be redeemed and
(iv) the redemption price.

Section 3.02      Selection of Notes to be Redeemed or Purchased.

                  If less than all of the Notes are to be redeemed or purchased
in an offer to purchase at any time, the Trustee will select Notes for
redemption or purchase not more than 60 days prior to the redemption date as the
Trustee deems fair and appropriate; provided that no Notes of $1,000 or less
will be redeemed in part.

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

Section 3.03      Notice of Redemption.

                  Subject to the provisions of Section 3.09 hereof, at least 30
days but not more than 60 days before a redemption date, the Company will mail
or cause to be mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date if
the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Article 8 or 11 hereof.

                  The notice will identify the Notes to be redeemed (including
CUSIP Numbers, if any) and will state:

                  (i) the redemption date;

                  (ii) the redemption price;


                                       32
<PAGE>

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

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

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

                  (vi) that on the redemption date and, if applicable, upon the
         satisfaction of any conditions to such redemption set forth in such
         notice of redemption, the redemption price will become due and payable
         upon each such Note or portion thereof, and that, unless the Company
         defaults in making such redemption payment, interest on Notes called
         for redemption ceases to accrue on and after the redemption date;

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

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

                  At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date (or such shorter period allowed by the Trustee), an Officers' Certificate
requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.

Section 3.04      Effect of Notice of Redemption.

                  Subject to the immediately following sentence, once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption will become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may, at the Company's discretion, be
subject to one or more conditions precedent.

Section 3.05      Deposit of Redemption or Purchase Price.

                  Prior to 10:00 a.m. New York City time on the Business Day
prior to the redemption date, the Company will deposit with the Trustee or with
the Paying Agent money sufficient to pay the redemption or purchase price of and
accrued interest on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest on, all Notes to be redeemed or purchased.

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

Section 3.06      Notes Redeemed or Purchased in Part.

                  Upon surrender of a Note that is redeemed or purchased in
part, the notice of redemption that relates to that Note will state the portion
of the principal amount of that Note that is to be redeemed or purchased. A




                                       33
<PAGE>


new Note in principal amount equal to the unredeemed portion of the original
Note will be issued in the name of the Holder upon cancellation of the original
Note.

Section 3.07      Optional Redemption.

                  (a) At any time prior to June 15, 2007, the Company may on any
one or more occasions redeem up to 35% of the aggregate principal amount of
Notes issued under this Indenture at a redemption price of 107.875% of the
principal amount, plus accrued and unpaid interest and Liquidated Damages, if
any, to the redemption date, with the net cash proceeds of one or more Equity
Offerings by the Company; provided that:

                  (i) at least 65% of the aggregate principal amount of Notes
         issued under this Indenture remains outstanding immediately after the
         occurrence of such redemption; and

                  (ii) the redemption occurs within 120 days of the date of the
         closing of such Equity Offering.

                  Notice of any redemption upon an Equity Offering may be given
prior to completion of the related Equity Offering, and any such notice or
redemption may, at the Company's discretion, be subject to the satisfaction of
one or more conditions precedent, including, but not limited to, the completion
of the related Equity Offering.

                  (b) At any time and from time to time prior to June 15, 2009,
the Company may, at its option, redeem all or a part of the Notes, upon not less
than 30 nor more than 60 days' notice mailed by first class mail to each
Holder's registered address, at a redemption price equal to the greater of:

                  (1) 100% of their principal amount plus accrued and unpaid
         interest to the date of redemption, or

                  (2) (A) the sum of the present values of (x) the remaining
         scheduled payments of principal and interest thereon from the date of
         redemption to June 15, 2009, except for currently accrued and unpaid
         interest, and (y) the redemption price of the Notes on June 15, 2009,
         discounted to the date of redemption, on a semi-annual basis, assuming
         a 360-day year consisting of twelve 30-day months, at the Treasury
         Rate, plus 0.75%, plus

                           (B) accrued and unpaid interest and Liquidated
                  Damages, if any, to the date of redemption.

                  (c) Except pursuant to Sections 3.07(a) and 3.07(b) hereof,
the Notes will not be redeemable at the Company's option prior to June 15, 2009.

                  (d) On or after June 15, 2009, the Company may redeem, at its
option, all or a part of the Notes upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
on the Notes redeemed, to the applicable redemption date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), if redeemed during the twelve-month period
beginning on June 15 of the years indicated below:

<Table>
<Caption>
                  Year                                        Percentage
<S>                                                           <C>
                  2009...............................          103.938%
                  2010...............................          102.625%
                  2011 ..............................          101.313%
                  2012 and thereafter................          100.000%
</Table>

                  (e) Any redemption pursuant to this Section 3.07 will be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.


                                       34
<PAGE>

Section 3.08      Mandatory Redemption.

                  Except as provided for in Section 4.10 hereof upon an asset
sale by the Company and in Section 4.15 hereof upon the occurrence of a change
of control, the Company is not required to make any mandatory redemption or
sinking fund payments with respect to the Notes.

Section 3.09      Offer to Purchase by Application of Excess Proceeds.

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

                  The Asset Sale Offer will be made to all Holders and all
holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer
will remain open for a period of at least 20 Business Days following its
commencement and not longer than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company will apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased will be made in the same manner as interest payments are
made.

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

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

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

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

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

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

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

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

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


                                       35
<PAGE>

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

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

                  On or before the Purchase Date, the Company will, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof and other pari passu Indebtedness
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been tendered, all Notes and other pari passu Indebtedness tendered, and will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, will promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company will promptly issue a new Note and the
Trustee, upon written request from the Company, will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted will be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

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

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01      Payment of Notes.

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

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1.0% per annum in excess of the then applicable interest rate on
the Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace period)
at the same rate to the extent lawful.

Section 4.02      Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company fails to maintain any such required office or agency or fails
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

                                       36
<PAGE>


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

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

Section 4.03      Reports.

                  (a) Whether or not required by the rules and regulations of
the Commission, so long as any Notes are outstanding, the Company shall furnish
to the Trustee for mailing to the Holders, within 15 days after the Company
files or would have been required to file all quarterly and annual financial
information that would be required to be contained in a filing with the
Commission on Forms 10-Q and 10-K if the Company were required to file such
forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, with respect to the annual information only, a
report on the annual financial statements by the Company's certified independent
accountants.

                  In addition, whether or not required by the rules and
regulations of the Commission, the Company shall file a copy of all such
information and reports with the Commission for public availability and make
such information available to securities analysts and prospective investors upon
request.

                  The Company shall be deemed to have furnished such reports to
the Trustee and the Holders of Notes if the Company has filed such reports with
the Commission via the EDGAR filing system and such reports are publicly
available.

(b) Following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, whether or not required by the Commission, the
Company shall file a copy of all of the information and reports referred to in
Sections 4.03(a)(i) and (ii) hereof with the Commission for public availability
within the time periods specified in the Commission's rules and regulations
(unless the Commission will not accept such a filing) and make such information
available to prospective investors upon request. The Company shall at all times
comply with 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 4.04      Compliance Certificate.

                  (a) The Company and each Guarantor (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 90
days after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default has occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of, interest,
premium and Liquidated Damages, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what action the Company is
taking or proposes to take with respect thereto.


                                       37
<PAGE>

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

                  (c) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, promptly upon any Officer becoming aware of
any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

Section 4.05      Taxes.

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

Section 4.06       Stay, Extension and Usury Laws.

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

Section 4.07      Restricted Payments.

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

                  (1) declare or pay any dividend or make any distribution on
         account of the Company's or any of the Restricted Subsidiaries' Equity
         Interests (other than (w) dividends or distributions payable in the
         Company's Qualified Equity Interests, (x) dividends or distributions
         payable to the Company or any of the Restricted Subsidiaries, (y)
         dividends or distributions by any of the Restricted Subsidiaries
         payable to all holders of a class of Equity Interests of such
         Restricted Subsidiary on a pro rata basis and (z) Qualified
         Distributions);

                  (2) purchase, redeem or otherwise acquire or retire for value
         any of the Company's or any of the Restricted Subsidiaries' Equity
         Interests;

                  (3) make any principal payment on, or purchase, redeem,
         defease or otherwise acquire or retire for value any Subordinated
         Indebtedness (other than intercompany debt), except at the original
         scheduled maturity date or dates thereof; or

                  (4) make any Restricted Investment,

all such payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as "Restricted Payments," unless, at the time of
and after giving effect to such Restricted Payment (the amount of any such
Restricted Payment, if other than cash or Cash Equivalents, shall be the fair
market value (as conclusively evidenced by an Officer's Certificate delivered to
the Trustee within 60 days prior to the date of such Restricted

                                       38
<PAGE>


Payment) of the asset(s) proposed to be transferred by the Company or such
Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment):

                  (1) no Default or Event of Default shall have occurred and be
         continuing or would occur as a consequence thereof;

                  (2) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect thereto, have been permitted to incur
         at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
         Coverage Ratio test set forth in the first paragraph of Section 4.09
         hereof; and

                  (3) such Restricted Payment, together with the aggregate of
         all other Restricted Payments made by the Company and the Restricted
         Subsidiaries after the Issue Date (excluding Restricted Payments
         permitted by clauses (1), (2), (3), (4), (5), (7), (8), (9) and (10) of
         paragraph (b) below), is less than the sum (without duplication) of:

                           (A) 50% of the Company's Consolidated Net Income for
                  the period (taken as one accounting period) from the beginning
                  of the fiscal quarter commencing after December 31, 2003 to
                  the end of the Company's most recently ended fiscal quarter
                  for which internal financial statements are available at the
                  time of such Restricted Payment (or, if such Consolidated Net
                  Income for such period is a deficit, less 100% of such
                  deficit), plus

                           (B) 100% of the fair market value of the aggregate
                  net cash proceeds or other Property that the Company receives
                  as a contribution to its common equity capital or from the
                  issue or sale (other than to one of the Restricted
                  Subsidiaries) since December 31, 2003 of the Company's
                  Qualified Equity Interests or any of the Restricted
                  Subsidiaries' debt securities that have been converted into or
                  exchanged for such Qualified Equity Interests of the Company,
                  plus

                           (C) to the extent that any Restricted Investment that
                  was made after the Issue Date is sold for cash or otherwise
                  liquidated or repaid for cash, the lesser of (i) the cash
                  return of capital with respect to such Restricted Investment
                  (net of taxes and the cost of disposition, if any) or (ii) the
                  initial amount of such Restricted Investment, plus

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

         (b) The foregoing provisions shall not prohibit the following
Restricted Payments:

                  (1) the payment of any dividend or the consummation of any
         irrevocable redemption of debt that is subordinate to the Notes, within
         60 days after the date of declaration of any dividend or the delivery
         of any irrevocable notice of redemption, as the case may be, if at said
         date of declaration or the date such notice is delivered, such dividend
         or redemption payment, as the case may be, would have otherwise
         complied with the provisions of this Indenture;

                  (2) the redemption, repurchase, retirement, defeaseance or
         other acquisition of any Equity Interests of the Company or any of the
         Restricted Subsidiaries in exchange for, or out of the net cash
         proceeds of, the substantially concurrent sale (other than to a
         Restricted Subsidiary of the Company) of the Company's Qualified Equity
         Interests; provided that the amount of any such net cash proceeds that
         are utilized for any such redemption, repurchase, retirement or other
         acquisition shall be excluded from clause (3)(B) of the preceding
         paragraph;

                  (3) the defeasance, redemption, repurchase or other
         acquisition of the Company's Subordinated Indebtedness or Preferred
         Stock with the net cash proceeds from an incurrence of Permitted
         Refinancing Indebtedness or in exchange for or out of the net cash
         proceeds from the substantially


                                       39
<PAGE>


         concurrent sale (other than to one of the Company's Restricted
         Subsidiaries) of the Company's Qualified Equity Interests; provided
         that the amount of any such net cash proceeds that are utilized for any
         such redemption, repurchase, retirement or other acquisition shall be
         excluded from clause (3)(B) of the preceding paragraph;

                  (4) any purchase or defeasance of the Company's or a
         Guarantor's Subordinated Indebtedness or Preferred Stock to the extent
         required upon a change of control or asset sale (as defined therein) by
         the indenture or other agreement or instrument pursuant to which such
         Subordinated Indebtedness was issued, but only if the Company (A) in
         the case of a Change of Control, has complied with its obligations
         under Section 4.15 hereof or (B) in the case of an Asset Sale, have
         applied the Net Proceeds from such Asset Sale in accordance with the
         provisions under Section 4.10 hereof;

                  (5) repurchases by the Company of its Capital Stock pursuant
         to any stockholder's agreement, management equity subscription plan or
         agreement, employment agreement, consulting agreement, stock option
         plan or agreement or employee benefit plan of the Company, in an
         aggregate amount not to exceed $5,000,000 in any fiscal year, with any
         unused amounts in any fiscal year being carried over to the next fiscal
         year; provided that such amount in any fiscal year may be increased by
         an amount not to exceed (A) the cash proceeds from the issue or sale of
         the Company's Capital Stock to any such directors, officers, employees
         or consultants that occurs after the Issue Date (to the extent that the
         cash proceeds from the sale of such Capital Stock have not otherwise
         been applied to the payment of Restricted Payments by virtue of
         paragraph (a)(3)(B) above) plus (B) the cash proceeds of key man life
         insurance policies received by the Company and the Restricted
         Subsidiaries after the Issue Date;

                  (6) the redemption, repurchase, acquisition or retirement of
         equity interests in any Restricted Subsidiary or any Permitted Joint
         Venture of the Company or a Restricted Subsidiary;

                  (7) (x) the repurchase of the Company's Capital Stock deemed
         to occur upon the cashless exercise of stock options, warrants, or
         convertible or exchangeable securities if such Capital Stock represents
         a portion of the exercise or exchange price of such options, warrants,
         or convertible or exchangeable securities; and (y) payments to fund the
         Company's purchase of fractional shares arising out of stock dividends,
         splits or combinations or business combinations;

                  (8) the declaration and payment of dividends to holders of any
         class or series of the Company's Redeemable Stock issued on or after
         the Issue Date in accordance with the first paragraph of Section 4.09
         hereof;

                  (9) other Restricted Payments in an aggregate amount since the
         Issue Date not to exceed $30,000,000; and

                  (10) Investments that are made with Excluded Contributions;

provided, however, in the case of each of clauses (5), (6), (9) and (10) of this
paragraph (b), no Default or Event of Default shall have occurred or be
continuing at the time of such Restricted Payment or would occur as a
consequence thereof.

                  Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officer's Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by the covenant "Restricted Payments" were computed.

Section 4.08      Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

                  The Company shall not, and shall not permit any of the
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary, other than a Receivables Subsidiary
and Beverly Indemnity, Ltd., to:


                                       40
<PAGE>

                  (1) (A) pay dividends or make any other distributions to the
         Company or any of the Restricted Subsidiaries on the Company's or any
         Restricted Subsidiaries' Capital Stock, as the case may be, or with
         respect to any other interest or participation in, or measured by, the
         Company's or the Restricted Subsidiaries' profits; provided that the
         priority of any preferred stock in receiving dividends or liquidating
         distributions prior to dividends or liquidating distributions being
         paid on Common Stock shall not be deemed a restriction on the ability
         to make distributions on Capital Stock, or

                           (B) pay any Indebtedness owed to the Company or any
                  of the Restricted Subsidiaries;

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

                  (3) transfer any of the Restricted Subsidiaries' properties or
         assets to the Company or any of the Restricted Subsidiaries; or

                  (4) guarantee the Company's obligations,

except for such encumbrances or restrictions existing under or by reason of:

                  (1) existing Indebtedness as in effect on the Issue Date;

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

                  (3) applicable law, rule, regulation or order;

                  (4) any instrument governing Indebtedness or Capital Stock of
         a Person acquired by the Company or any of the Restricted Subsidiaries
         as in effect at the time of such acquisition (except to the extent such
         Indebtedness was incurred in connection with or in violation of Section
         4.09 hereof), which encumbrance or restriction is not applicable to any
         Person, or the properties or assets of any Person, other than the
         Person, or the property or assets of the Person, so acquired, provided
         that the Consolidated Cash Flow of such Person is not taken into
         account in determining whether such acquisition was permitted by the
         terms of this Indenture except to the extent that such Consolidated
         Cash Flow would be permitted to be dividended to the Company without
         the prior consent or approval of any third party;

                  (5) customary non-assignment provisions in leases, licenses or
         similar contracts entered into in the ordinary course of business or
         that restrict subletting assignment or transfer or any property or
         asset that is subject to a lease or similar contract;

                  (6) purchase money obligations for property acquired in the
         ordinary course of business that impose restrictions of the nature set
         forth in clause (3) in the preceding paragraph on the property so
         acquired;

                  (7) any agreement for the sale or other disposition of a
         Restricted Subsidiary or the assets of a Restricted Subsidiary pending
         the sale or other disposition of such assets or Restricted Subsidiary;

                  (8) Permitted Refinancing Indebtedness; provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are not materially more restrictive than those
         contained in the agreements governing the Indebtedness being
         refinanced;

                  (9) any Credit Facility and related documentation as the same
         is in effect on the Issue Date and as amended or replaced from time to
         time, provided that no such amendment or replacement is materially more
         restrictive as to the matters enumerated above than any Credit Facility
         and related documentation as in effect on the Issue Date;


                                       41
<PAGE>

                  (10) any encumbrance or restriction contained in contracts for
         sales of assets or Capital Stock of a Restricted Subsidiary permitted
         under Section 4.10 hereof with respect to the assets or Capital Stock
         of a Restricted Subsidiary to be sold pursuant to such contract;

                  (11) encumbrances or restrictions contained in agreements
         entered into in connection with Hedging Obligations permitted from time
         to time under this Indenture;

                  (12) any encumbrance or restriction existing under any
         agreement that extends, renews, refinances or replaces the agreements
         containing the encumbrances or restrictions in the foregoing clauses
         (1) and (4), provided that the terms and conditions of any such
         encumbrances or restrictions are not materially more restrictive than
         those contained in such agreement;

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

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

                  (15) restrictions on cash or other deposits or net worth
         belonging to patients of the Company or any of the Restricted
         Subsidiaries imposed by patients under contracts entered into in the
         ordinary course of business;

                  (16) Indebtedness or other contractual requirements of a
         Receivables Subsidiary in connection with a Receivables Financing;
         provided that such restrictions apply only to such Receivables
         Subsidiary; and

                  (17) any agreement governing Indebtedness permitted to be
         incurred pursuant to Section 4.09 hereof; provided that such
         encumbrance or restriction is not reasonably expected to result in the
         Company being unable to make principal or interest payments on the
         Notes, as determined in good faith by the Company's Board of Directors.

Nothing contained in this Section 4.08 shall prevent the Company or any of the
Restricted Subsidiaries from creating, incurring, assuming or suffering to exist
any Liens permitted by this Indenture or entering into agreements in connection
therewith that impose restrictions on the transfer or disposition of the
property or assets subject to such Liens.

Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock.

                  The Company shall not, and shall not permit any of the
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") after the
Issue Date any Indebtedness (including Acquired Debt) and the Company shall not
permit any of the Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company and the Restricted Subsidiaries may
incur Indebtedness (including Acquired Debt) or issue preferred stock if the
Fixed Charge Coverage Ratio for the Reference Period immediately preceding the
date on which such additional Indebtedness is incurred would have been at least
2.0 to 1, in each case determined on a pro forma basis (including a pro forma
application of the net proceeds therefrom), as if the additional Indebtedness
had been incurred at the beginning of such Reference Period. Indebtedness
consisting of reimbursement obligations in respect of a letter of credit shall
be deemed to be incurred when the letter of credit is first issued.

                  The foregoing provisions do not apply to:

                  (1) the incurrence by the Company or any of the Restricted
         Subsidiaries of Indebtedness under any one or more Credit Facilities in
         an aggregate principal amount at any one time outstanding (with letters
         of credit being deemed to have a principal amount equal to the
         Company's or any of the Restricted

                                       42
<PAGE>


         Subsidiaries' maximum stated reimbursement obligation with respect
         thereto) pursuant to this clause (1) not to exceed $350,000,000;

                  (2) the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes offered on the Issue Date and the
         related Exchange Notes and any guarantees thereof;

                  (3) the incurrence by the Company or any of the Restricted
         Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
         the net proceeds of which are used to extend, refinance, renew,
         replace, defease or refund, Indebtedness that was permitted by this
         Indenture to be incurred (including, without limitation, Existing
         Indebtedness);

                  (4) the incurrence by the Company or any of the Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any of the Restricted Subsidiaries; provided that any subsequent
         issue or transfer of Capital Stock or other event that results in such
         Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
         subsequent transfer of any such Indebtedness (except to the Company or
         a Restricted Subsidiary shall be deemed, in each case, to constitute
         the incurrence of such Indebtedness by the issuer thereof not permitted
         by this clause (4));

                  (5) the incurrence by the Company or any of the Restricted
         Subsidiaries of Hedging Obligations that are incurred for the purpose
         of fixing or hedging interest rate or currency risk with respect to any
         fixed or floating rate Indebtedness that is permitted by this Indenture
         to be outstanding or any receivable or liability the payment of which
         is determined by reference to a foreign currency; provided that the
         notional principal amount of any such Hedging Obligation does not
         exceed the principal amount of the Indebtedness or the amount of such
         receivable or liability to which such Hedging Obligation relates;

                  (6) the incurrence by the Company or any of the Restricted
         Subsidiaries of 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 or the Restricted Subsidiary;

                  (7) the incurrence by Receivables Subsidiaries of Indebtedness
         not to exceed $125,000,000 in the aggregate at any time outstanding;

                  (8) the incurrence by the Company or any Guarantor of
         Indebtedness represented by Capital Lease Obligations, mortgage
         financings or purchase money obligations (including borrowings under a
         Credit Facility), in each case, incurred for the purpose of financing
         or refinancing all or any part of the purchase price or cost of
         construction, development, maintenance, upgrade or improvement of
         property, plant, equipment or assets (in each case whether through the
         direct purchase of assets or through the purchase of Capital Stock of
         the Person owning such assets) used in the Company's business or the
         business of such Guarantor, in an aggregate principal amount, including
         all Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (8), not to
         exceed, at any time outstanding the greater of (a) $70,000,000 and (b)
         5% of Total Assets;

                  (9) the Company's or any of the Restricted Subsidiaries'
         Indebtedness arising from the honoring by a bank or other financial
         institution of a check, draft or similar instrument inadvertently
         (except in the case of daylight overdrafts) drawn against insufficient
         funds in the ordinary course of business, provided that such
         Indebtedness is satisfied within five Business Days;

                  (10) the guarantee by the Company or any Guarantor of the
         Company's Indebtedness or Indebtedness of a Guarantor that was
         permitted to be incurred by another provision of this Section 4.09;

                  (11) contingent liabilities arising out of endorsements of
         checks and other negotiable instruments for deposit collection or
         overdraft protection in the ordinary course of business;


                                       43
<PAGE>

                  (12) Indebtedness arising from guarantees of Obligations of
         Permitted Joint Ventures of the Company or any of the Restricted
         Subsidiaries in an aggregate principal amount not to exceed $10,000,000
         at any one time;

                  (13) the incurrence by the Company or any of the Restricted
         Subsidiaries of Indebtedness (in addition to Indebtedness permitted by
         any other clause of this paragraph) in an aggregate principal amount at
         any time outstanding not to exceed $125,000,000; and

                  (14) the Company's and the Restricted Subsidiaries'
         obligations arising from the Company's or the Restricted Subsidiaries'
         agreements providing for indemnification, adjustment of purchase price
         or similar obligations, in each case incurred or assumed in connection
         with the disposition of any business, assets or any of the Company's
         Subsidiaries in accordance with the terms of this Indenture, other than
         Guarantees by the Company or any of the Restricted Subsidiaries of
         Indebtedness incurred by any Person acquiring all or any portion of
         such business, assets or any of the Company's Subsidiaries for the
         purpose of financing such acquisition; provided, however, that the
         maximum aggregate liability in respect of all such obligations shall
         not exceed the gross proceeds, including the fair market value of
         non-cash proceeds (the fair market value of such non-cash proceeds
         being measured at the time it is received and without giving effect to
         any subsequent changes in value), actually received by the Company and
         the Restricted Subsidiaries in connection with such disposition.

                  For purposes of determining any particular amount of
Indebtedness under this Section 4.09, guarantees, Liens or obligations with
respect to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included. For purposes of
determining compliance with this Section 4.09,

                  (1) in the event that an item of Indebtedness meets the
         criteria of more than one of the types of Indebtedness permitted by the
         second paragraph of this Section 4.09, the Company may in its sole
         discretion, (x) divide and classify such item of Indebtedness on the
         date of incurrence thereof, or (y) later classify, reclassify or divide
         all or a portion of such item of Indebtedness in any manner that
         complies with this Section 4.09;

                  (2) the outstanding principal amount on any date of any
         Indebtedness issued with original issue discount is the face amount of
         such Indebtedness less the remaining unamortized portion of the
         original issue discount of such Indebtedness on such date;

                  (3) the payment of dividends on Redeemable Capital Stock in
         the form of additional shares of the same class of Redeemable Capital
         Stock shall not be deemed an issuance of Redeemable Capital Stock;

                  (4) the maximum amount of Indebtedness that the Company or any
         Restricted Subsidiary may incur pursuant to the covenant shall not be
         deemed to be exceeded as a result of fluctuation in the exchange rates
         of currencies;

                  (5) in connection with any Receivables Financing, the
         outstanding principal amount of Indebtedness shall be the
         Securitization Financing Amount; and

                  (6) the outstanding principal amount of Indebtedness with
         respect to Redeemable Capital Stock shall be measured as the greater of
         the voluntary or involuntary maximum fixed repurchase price or
         liquidation value on the date of determination, but excluding any
         accrued dividends for any current period that are not yet payable.

         The accrual of interest, the accretion or amortization of original
issue discount, the payment of interest and dividends on any Indebtedness in the
form of additional Indebtedness with the same terms, and the payment or accrual
of dividends on Redeemable Stock or preferred stock in the form of additional
shares of the same class of


                                       44
<PAGE>


Redeemable Stock or preferred stock shall not be deemed to be an incurrence of
Indebtedness or an issuance of Redeemable Stock or preferred stock for purposes
of this Section 4.09.

         Indebtedness outstanding under the Credit Agreement on the Issue Date
shall be deemed to be incurred under the first paragraph of this Section 4.09.

Section 4.10      Asset Sales.

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

                  (1) the Company (or the Restricted Subsidiary, as the case may
         be) receives consideration (including by way of relief from, or by any
         Person assuming responsibility for any liabilities, contingent or
         otherwise) at the time of such Asset Sale at least equal to the fair
         market value (as conclusively determined by a resolution of the Board
         of Directors set forth in an Officer's Certificate delivered to the
         Trustee) of the assets or Equity Interests issued or sold or otherwise
         disposed of; and

                  (2) at least 75% of the consideration therefor that the
         Company or such Restricted Subsidiary receives is in the form of cash
         or Cash Equivalents; provided that, for purposes of this provision (and
         for the purposes of the definition of "Non-Cash Consideration"), each
         of the following shall be deemed to be cash:

                           (A) the amount of:

                                    (i) any of the Company's or such Restricted
                           Subsidiary's liabilities (as shown on the Company's
                           or such Restricted Subsidiary's most recent balance
                           sheet or in the notes thereto), other than
                           liabilities that are by their terms subordinated to
                           the Notes or the Guarantees, that are assumed by the
                           transferee of any such assets,

                                    (ii) any securities or other obligations
                           that the Company or such Restricted Subsidiary
                           receive from such transferee that the Company or such
                           Restricted Subsidiary convert into cash or Cash
                           Equivalents within 180 days of the consummation of
                           such Asset Sale (subject to ordinary settlement
                           periods), to the extent of the cash or Cash
                           Equivalents received in the conversion,

                                    (iii) any Capital Stock or assets of the
                           kind referred to below in clauses (b)(2) and (b)(3)
                           of this Section 4.10 below, and

                                    (iv) accounts receivable of a business,
                           retained by the Company or one of the Restricted
                           Subsidiaries following the sale of such business;
                           provided that (x) such accounts receivable are not
                           past due more than 60 days and (y) do not have a
                           payment date greater than 90 days from the date of
                           the invoice creating such accounts receivable; and

                           (B) the fair market value of any Non-Cash
                  Consideration that the Company or a Restricted Subsidiary
                  receives in any Non-Qualified Asset Sale shall be deemed to be
                  cash to the extent that the aggregate fair market value (as
                  reasonably determined by the Company and as set forth in an
                  Officer's Certificate) of all Non-Cash Consideration (measured
                  at the time received and without giving effect to any
                  subsequent changes in value) received by the Company or any of
                  the Restricted Subsidiaries since the Issue Date in all
                  Non-Qualified Asset Sales does not exceed 10% of the Company's
                  Total Assets as of the date of such consummation.
                  Notwithstanding the foregoing, to the extent the Company or
                  any of the Restricted Subsidiaries receives Non-Cash
                  Consideration as proceeds of an Asset Sale, such Non-Cash
                  Consideration shall be deemed to be Net Proceeds for purposes
                  of (and shall be applied in accordance with) the following
                  provisions when the Company or such Restricted Subsidiary
                  receives cash or Cash Equivalents from a sale,


                                       45
<PAGE>

                  repayment, exchange, redemption or retirement of or
                  extraordinary dividend or return of capital on such Non-Cash
                  Consideration.

       (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or such Restricted Subsidiary may apply such Net Proceeds:

                  (1) to repay Senior Debt;

                  (2) to purchase one or more Nursing Facilities or Related
         Businesses and/or a controlling interest in the Capital Stock of a
         Person owning one or more Nursing Facilities and/or one or more Related
         Businesses (or enter into a definitive agreement committing the Company
         or a Restricted Subsidiary to make such purchase within six months of
         the date of such agreement; provided that, if such agreement is
         terminated, the Company or such Restricted Subsidiaries may invest such
         Net Proceeds prior to the end of such 365-day period, or if later prior
         to the end of the six-month period referred to in this clause (2)); or

                  (3) to make a capital expenditure or to acquire other capital
         assets, in each case, that are used or useful in any business in which
         the Company is permitted to be engaged pursuant to Section 4.13 hereof
         (or enter into a definitive agreement committing the Company or a
         Restricted Subsidiary to make such acquisition or expenditure within
         six months after the date of such agreement; provided that, if such
         agreement is terminated, the Company or such Restricted Subsidiary may
         invest such Net Proceeds prior to the end of such 365-day period, or if
         later prior to the end of such six-month period referred to in this
         clause (3)).

Pending the final application of any such Net Proceeds, the Company or such
Restricted Subsidiary may temporarily reduce Indebtedness or otherwise invest
such Net Proceeds in any manner that is not prohibited by this Indenture.

                  Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the first sentence of this paragraph shall be deemed to
constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
exceeds $25,000,000, the Company shall be required to make an offer to all
Holders of Notes and holders of any of the Company's other Indebtedness ranking
on a parity with the Notes from time to time outstanding with similar provisions
that require the Company to make an Asset Sale Offer to purchase the maximum
principal amount of the Notes and such other Indebtedness that may be purchased
out of the Excess Proceeds, at an offer price in cash equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of purchase, in accordance with the
procedures set forth in Section 3.09 hereof. To the extent that the aggregate
amount of Notes and such other Indebtedness tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Company may use any remaining Excess
Proceeds for general corporate purposes not prohibited at the time under this
Indenture. If the aggregate principal amount of Notes and such other
Indebtedness surrendered by holders thereof exceeds the amount of Excess
Proceeds, the Notes and such other Indebtedness shall be purchased on a pro rata
basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds
shall be reset to zero.

Section 4.11      Transactions with Affiliates.

                  Neither the Company nor any of the Restricted Subsidiaries
shall sell, lease, transfer or otherwise dispose of any properties or assets to,
or purchase any property or assets from, or enter into or make any contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

                  (1) such Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that could have been obtained in a comparable transaction by the
         Company or such Restricted Subsidiary with an unrelated Person and if
         in the reasonable business judgment of the Company's Board of
         Directors, no comparable transaction is available with which to compare
         such Affiliate transaction, such Affiliate transaction is otherwise
         fair to the Company or the relevant Restricted Subsidiary from a
         financial point of view; and


                                       46
<PAGE>

                  (2) the Company delivers to the Trustee

                           (A) with respect to an Affiliate Transaction
                  involving aggregate consideration in excess of $15,000,000, a
                  resolution of the Board of Directors set forth in an Officer's
                  Certificate certifying that such Affiliate Transaction
                  complies with clause (1) above and that such Affiliate
                  Transaction has been approved by a majority of the
                  disinterested members of the Board of Directors; and

                           (B) with respect to an Affiliate Transaction
                  involving aggregate consideration in excess of $25,000,000, an
                  opinion as to the fairness to the Company or such Restricted
                  Subsidiary of such Affiliate Transaction from a financial
                  point of view issued by an investment banking firm of national
                  standing; provided that the foregoing restrictions shall not
                  apply to:

                                    (i) transactions or payments pursuant to any
                           employment arrangements, consulting arrangements,
                           director or officer indemnification agreements or
                           employee or director benefit plans entered into by
                           the Company or any of the Restricted Subsidiaries in
                           the ordinary course of business of the Company or
                           such Restricted Subsidiary;

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

                                    (iii) Restricted Payments permitted by the
                           provisions of this Indenture pursuant to Section 4.07
                           hereof;

                                    (iv) loans and advances to the Company's or
                           any of the Restricted Subsidiaries' officers,
                           directors and employees in the ordinary course of the
                           Company's business or in the ordinary course of
                           business of the Restricted Subsidiaries not exceeding
                           $7,500,000 in the aggregate at any one time
                           outstanding;

                                    (v) any issuance or sale of Capital Stock
                           (other than Redeemable Capital Stock) to, or receipt
                           of capital contribution from, Affiliates of the
                           Company;

                                    (vi) transactions between the Company and
                           any Person, a director of which is also a director of
                           the Company; provided, however, that such director
                           abstains from voting as a director of the Company on
                           any matter involving such other Person;

                                    (vii) the issuance of securities or other
                           payments, awards or grants in cash, securities or
                           otherwise pursuant to, or funding of, employment
                           arrangements, stock options and stock ownership plans
                           or similar employee benefit plans approved by the
                           Company's Board of Directors;

                                    (viii) any transaction pursuant to any
                           agreement in existence on the Issue Date, as such
                           arrangement, contract or agreement may be amended,
                           restated, renewed, extended, refinanced, refunded or
                           replaced from time to time; provided that any such
                           amendment or restatement, renewal, extension,
                           refinancing, refunding or replacement is on terms and
                           conditions not materially less favorable to the
                           Company or the Restricted Subsidiaries, taken as a
                           whole, than the arrangement, contract or agreement in
                           existence on the Issue Date;

                                    (ix) fees and compensation paid to and
                           indemnity provided on behalf of the Company or any
                           Restricted Subsidiaries' directors, officers or
                           employees in the ordinary course of business;

                                    (x) advances to employees for moving,
                           entertainment and travel expenses, drawing accounts
                           and similar expenditures in the ordinary course of
                           business; and


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<PAGE>

                                    (xi) transactions between a Receivables
                           Subsidiary and any Person in which the Receivables
                           Subsidiary has an Investment as required to effect a
                           Receivables Financing.

Section 4.12      Liens.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien (except Permitted Liens) on any asset now owned or
hereafter acquired, or any income or profits therefrom or assign or convey any
right to receive income therefrom, that secures Senior Subordinated Indebtedness
or Subordinated Obligations, unless:

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

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

Section 4.13      Business Activities.

                  The Company shall not, and shall not permit any of the
Restricted Subsidiaries to, engage in any business other than the ownership,
operation and management of Nursing Facilities and Related Businesses.

Section 4.14      Corporate Existence.

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

Section 4.15      Offer to Repurchase upon Change of Control.

      If a Change of Control occurs, Holders of Notes, shall have the right to
require the Company to offer to repurchase all or any part of such Holder's
Notes at a purchase price in cash equal to 101% of the principal amount of the
Notes plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date. The
Company shall only redeem Notes in an amount of $1,000 or an integral multiple
of $1,000.

                  Within 45 days following any Change of Control, the Company
shall, or the Company shall direct the Trustee to, mail a notice (the "Change of
Control Offer") to each registered Holder with a copy to the Trustee stating:

                  (1) that a Change of Control has occurred and that such Holder
         has the right to require the Company to purchase such Holder's Notes at
         a purchase price in cash equal to 101% of the principal amount of such
         Holder's Notes plus accrued and unpaid interest and Liquidated Damages,
         if any, to the date of purchase, subject to the right of Holders of
         record on a record date to receive interest on the relevant interest
         payment date (the "Change of Control Payment");


                                       48
<PAGE>

                  (2) the repurchase date, which will not be earlier than 30
         days from the date such notice is mailed, or later than 90 days from
         the date the Change of Control occurred (the "Change of Control Payment
         Date");

                  (3) that any Notes not tendered will continue to accrue
         interest and Liquidated Damages, if any, in accordance with the terms
         of this Indenture; and

                  (4) the procedures determined by the Company, consistent with
         this Indenture, that such Holder must follow to have its Notes
         repurchased.

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

                  (1) accept for payment all Notes or portions of Notes in
         integral multiples of $1,000 properly tendered and not withdrawn under
         the Change of Control Offer;

                  (2) deposit with the paying agent an amount equal to the
         Change of Control Payment for all Notes or portions of Notes properly
         tendered and not withdrawn; and

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

                  The Paying Agent shall promptly mail to each Holder properly
tendered and not withdrawn the Change of Control Payment for the Notes, and the
Trustee shall promptly authenticate and mail, or cause to be transferred by book
entry, to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each such new Note shall
be in a principal amount of $1,000 or an integral multiple of $1,000.

                  The Company shall publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

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

                  The Change of Control provisions set forth above shall apply
whether or not any other provisions of this Indenture apply. If the Company
fails to comply with the provisions of the four preceding paragraphs, the
Company's failure shall constitute an Event of Default. Except as set forth
above for a Change of Control, Holders of Notes may not require that the Company
repurchase or redeem the Notes in the event of a takeover, recapitalization or
similar transaction.

                  A Change of Control Offer may be made in advance of a Change
of Control, and conditioned upon the occurrence of such Change of Control, if a
definitive agreement is in place for the Change of Control at the time of making
the Change of Control Offer.

                  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations that apply to the repurchase of Notes pursuant to this covenant.
To the extent that the provisions of any securities laws or regulations conflict
with provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations set forth in this Indenture by virtue of the conflict.

                  The Company shall not be required to make a Change of Control
Offer upon a Change of Control if another entity makes the Change of Control
Offer, in the manner, at the time and otherwise in compliance with the


                                       49
<PAGE>


requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes properly tendered and not withdrawn
under the Change of Control Offer.

Section 4.16      Payments for Consent.

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

Section 4.17      Additional Subsidiary Guarantees.

                  If (i) the Company or any of the Restricted Subsidiaries
acquires or creates another Domestic Subsidiary after the Issue Date that
Guarantees any Credit Facilities or (ii) any Foreign Subsidiary, Beverly Funding
Corporation or Beverly Indemnity Guarantees any Credit Facilities, then in each
case, such Subsidiary shall become a Guarantor and execute a Supplemental
Indenture and deliver an Opinion of Counsel satisfactory to the Trustee within
10 Business Days of the date on which such Subsidiary executed the Guarantee
with respect to any such Credit Facilities; provided, however, that the
foregoing shall not apply to Subsidiaries that have properly been designated as
Unrestricted Subsidiaries in accordance with this Indenture for so long as they
continue to constitute Unrestricted Subsidiaries.

Section 4.18      Designation of Restricted and Unrestricted Subsidiaries.

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

Section 4.19      Changes in Covenants When Notes Rated Investment Grade.

                 (a) During any period of time that the Notes have a rating
equal to or greater than BBB- by S&P or Baa3 by Moody's (each such rating, an
"Investment Grade Rating") and no Default or Event of Default has occurred and
is continuing, the Company and the Restricted Subsidiaries shall no longer be
subject to the provisions of the following covenants:

                  (i) Section 4.07 hereof;

                  (ii) Section 4.08 hereof;

                  (iii) Section 4.09 hereof;

                  (iv) Section 4.10 hereof;

                  (v) Section 4.11 hereof;

                  (vi) Section 4.13 hereof; and

                  (vii) Section 4.18 hereof.


                                       50
<PAGE>

(collectively, the "Suspended Covenants"), provided, however, that the
provisions of this Indenture set forth under the following sections shall not be
so terminated:

                  (i) Section 4.03 hereof;

                  (ii) Section 4.12 hereof;

                  (iii) Section 4.15 hereof,

                  (iv) Section 4.17 hereof;

                  (v) Section 4.20 hereof; and

                  (vi) Section 5.01 hereof, provided, however, the Company shall
         no longer be subject to clause 4 of Section 5.01 hereof.

                  (b) In the event that the Company and any of its Subsidiaries
are not subject to the Suspended Covenants for any period of time as a result of
clause (a) of this Section 4.19 and that subsequently the Notes cease to have an
Investment Grade Rating from both S&P and Moody's, as a result of a downgrade,
withdrawal of rating or otherwise, then the Company and its Subsidiaries shall
from such time and thereafter again be subject to the Suspended Covenants.

                  (c) No Default, Event of Default, or breach of any kind shall
be deemed to exist under this Indenture, the Notes, or the Guarantees with
respect to the Suspended Covenants based on, and none of the Company or any of
its Subsidiaries shall bear any liability for, any actions taken or events
occurring after the Notes attain Investment Grade Status and before any
reinstatement of such Suspended Covenants as provided above, or any actions
taken at any time pursuant to any contractual obligation arising prior to such
reinstatement, regardless of whether such actions or events would have been
permitted if the applicable Suspended Covenants remained in effect during such
period.

Section 4.20      No Senior Subordinated Debt

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



                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation or Sale of Assets.

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

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


                                       51
<PAGE>

                  (2) the entity or Person formed by or surviving any such
         consolidation or merger (if other than the Company) or the entity or
         Person to which such sale, assignment, transfer, lease, conveyance or
         other disposition shall have been made assumes all of the Company's
         obligations under the Notes and this Indenture pursuant to a
         supplemental indenture in form reasonably satisfactory to the Trustee;

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

                  (4) in the case of the consolidation or merger of the Company
         or the Person formed by or surviving any such consolidation or merger
         (if other than the Company), or to which such sale, assignment,
         transfer, lease, conveyance or other disposition shall have been made
         at the time of such transaction and after giving pro forma effect
         thereto as if such transaction had occurred at the beginning of the
         Reference Period, (i) be permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
         test set forth in the first paragraph of Section 4.09 hereof or (ii)
         the Company's Fixed Charge Coverage Ratio, or that of the surviving
         entity if the Company is not the continuing obligor under this
         Indenture shall not be less than the Company's Fixed Charge Coverage
         Ratio immediately prior to such transaction or series of transactions.

                  Prior to the consummation of the proposed transaction, the
Company will deliver to the Trustee, an Officer's Certificate covering clauses
(1) through (4) above and an Opinion of Counsel covering clauses (1) and (2)
above, and each stating that the proposed transaction and such supplemental
indenture comply with this Indenture. The Trustee shall be entitled to
conclusively rely upon such Officer's Certification and Opinion of Counsel.

Section 5.02      Successor Corporation Substituted.

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

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

                  An "Event of Default" shall occur if:

                  (i) there is a default for 30 days in the payment, when due,
         of interest or Liquidated Damages on the Notes (whether or not
         prohibited by the provisions of Article 12 hereof);

                  (ii) there is a default in payment when due of the principal
         of or premium, if any, on the Notes, at maturity or otherwise (whether
         or not prohibited by the provisions of Article 12 hereof);

                  (iii) there is a failure by the Company or any of the
         Restricted Subsidiaries for 30 days after notice from the Trustee or
         the Holders of 25% of the outstanding principal amount of Notes then
         outstanding to comply with the provisions Section 4.10 and of Section
         4.15 hereof;


                                       52
<PAGE>

                  (iv) there is a failure by the Company or any of the
         Restricted Subsidiaries for 60 days after notice from the Trustee or
         the Holders of 25% of the outstanding principal amount of Notes then
         outstanding to comply with any of the Company's or the Restricted
         Subsidiaries' other agreements in this Indenture, the Notes or the
         Guarantees;

                  (v) any default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Company
         or any of the Restricted Subsidiaries (or the payment of which is
         guaranteed by the Company or any of the Restricted Subsidiaries),
         whether such Indebtedness or guarantee exists on the Issue Date or is
         thereafter created, which default (A) constitutes a Payment Default or
         (B) results in the acceleration of such Indebtedness prior to its
         express maturity and, in each case, the principal amount of any
         Indebtedness, together with the principal amount of any other such
         Indebtedness under which there has been a Payment Default or that has
         been so accelerated, aggregates in excess of $30,000,000;

                  (vi) there is a failure by the Company or any of the
         Restricted Subsidiaries to pay final judgments aggregating in excess of
         $30,000,000 (to the extent such judgment is not covered by insurance or
         is in excess of insurance coverage) entered by a court or courts of
         competent jurisdiction against the Company or such Restricted
         Subsidiaries, which judgments are not paid, discharged or stayed for a
         period of 60 days;

                  (vii) any Guarantee of a Restricted Subsidiary that
         constitutes a Significant Subsidiary or group of Restricted
         Subsidiaries, that taken together, would constitute a Significant
         Subsidiary shall cease for any reason not permitted by this Indenture
         to be in full force and effect or any Guarantor, or any person acting
         on behalf of any Guarantor, shall deny or disaffirm its obligations
         under its Guarantee; and

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

                           (A) commences a voluntary case,

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

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

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

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

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

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


                                       53
<PAGE>

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

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

Section 6.02      Acceleration.

                  In the case of an Event of Default specified in clause (viii)
or (ix) of Section 6.01 hereof, with respect to the Company or any Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately by notice to the Company in writing.

Section 6.03      Other Remedies.

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

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

Section 6.04      Waiver of Past Defaults.

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

                  In the event an Event of Default set forth under (v)(A) of
Section 6.01 hereof has occurred and is continuing, such Event of Default shall
be automatically annulled if the Payment Default triggering such Event of
Default under of Section 6.01(v)(A) hereof has been be remedied or cured by the
Company or a Restricted Subsidiary of the Company or waived by the holders of
the relevant Indebtedness within 60 days of its occurrence and all other Events
of Default, if any, under this Indenture have been cured and waived.

Section 6.05      Control by Majority.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines may be unduly prejudicial to the rights of other Holders or that may
involve the Trustee in personal liability.


                                       54
<PAGE>

Section 6.06      Limitation on Suits.

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

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

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

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

         (d) 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

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

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

Section 6.07      Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture
(including Section 6.06 hereof), the right of any Holder of a Note to receive
payment of principal of, interest, premium and Liquidated Damages, if any, on
the Note, on or after the respective due dates expressed in the Note (including
in connection with an offer to purchase), or to bring suit for the enforcement
of any such payment on or after such respective dates, will not be impaired or
affected without the consent of such Holder.

Section 6.08      Collection Suit by Trustee.

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

Section 6.09      Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and will be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee consents to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, is denied for any reason, payment of the same will be
secured by a Lien on, and will be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained will be
deemed to authorize the Trustee to authorize or consent


                                       55
<PAGE>


to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

Section 6.10      Priorities.

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

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

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

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

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

Section 6.11      Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01      Duties of Trustee.

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

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

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

                  (ii) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee will examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.


                                       56
<PAGE>

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

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

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

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

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

                  (e) No provision of this Indenture will require the Trustee to
expend or risk its own funds or incur any liability. The Trustee will be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder has offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

Section 7.02      Rights of Trustee.

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

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

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

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

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

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

                  (g) The Trustee will 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 or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee and such notice references the Notes and this
Indenture.


                                       57
<PAGE>

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

                  (i) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and will be enforceable by, the Trustee in
connection with the performance of its duties under this Indenture, and to each
agent, custodian and other Person employed to act hereunder.

                  (j) 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 7.03      Individual Rights of Trustee.

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

Section 7.04      Trustee's Disclaimers.

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

Section 7.05      Notice of Defaults.

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

Section 7.06      Reports by Trustee to Holders.

                  (a) Within 60 days after each May 15 beginning with the May 15
following the Issue Date, and for so long as Notes remain outstanding, the
Trustee will mail to the Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a) (but if no event set forth in TIA Section
313(a) has occurred within the 12 months preceding the reporting date, no report
need be transmitted). The Trustee also will comply with TIA Section 313(b)(2).
The Trustee will also transmit by mail all reports as required by TIA Section
313(c).

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


                                       58
<PAGE>


Section 7.07      Compensation and Indemnity.

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

                  (b) The Company will indemnify the Trustee or any predecessor
Trustee against any and all losses, liabilities, damages, claims or expenses,
including taxes (except for taxes based upon the income of the Trustee),
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether
asserted by the Company, the Guarantors, any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, liability or expense may
be attributable to its gross negligence or bad faith. The Trustee will notify
the Company promptly of any claim for which it may seek indemnity. Failure by
the Trustee to so notify the Company will not relieve the Company or any of its
Guarantors of its obligations hereunder. The Company or such Guarantor will
defend the claim and the Trustee will cooperate in the defense. The Trustee may
have separate counsel and the Company will pay the reasonable fees and expenses
of such counsel. The Company or any of the Guarantors need not pay for any
settlement made without their consent, which consent will not be unreasonably
withheld. The Company need not reimburse any expense or indemnify against any
loss incurred by the Trustee through the Trustee's own willful misconduct, gross
negligence or bad faith.

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

                  (d) To secure the Company's payment obligations in this
Section 7.07, the Trustee will have a Lien prior to the Notes on all money or
property held or collected by the Trustee, except that held in trust to pay
principal of, interest, premium and Liquidated Damages, if any, on particular
Notes. Such Lien will survive the satisfaction and discharge of this Indenture.

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

                  (f) The Trustee will comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

Section 7.08      Replacement of Trustee.

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

                  (b) The Trustee may resign in writing at any time upon 30
days' prior notice to the Company and be discharged from the trust hereby
created by so notifying the Company. The Holders of a majority in principal
amount of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Company in writing. The Company may remove the Trustee if:

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

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

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


                                       59
<PAGE>

                  (iv) the Trustee becomes incapable of acting.

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

                  (d) If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction at the
expense of the Company for the appointment of a successor Trustee.

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

                  (f) A successor Trustee will deliver a written acceptance of
its appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided that all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09      Successor Trustee by Merger, etc.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or banking association, the successor corporation or banking
association without any further act shall, if such successor corporation or
banking association is otherwise eligible hereunder, be the successor Trustee.

Section 7.10      Eligibility; Disqualification.

                  There will at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition.

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

Section 7.11      Preferential Collection of Claims against Company.

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


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<PAGE>

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02      Legal Defeasance and Discharge.

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

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

                  (ii) the Company's obligations with respect to such Notes
         under Sections 2.06, 2.07, 210 and 4.02 hereof and its obligations
         under the Registration Rights Agreement;

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

                  (iv) this Section 8.02.

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

Section 8.03      Covenant Defeasance.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company and each of the Guarantors
will, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be released from its obligations under Sections 4.03, 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.18, 4.19 and 4.20 and Article 5 hereof
with respect to the outstanding Notes on and after the date the conditions set
forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Notes
will thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but will continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes will not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the outstanding Notes and
Subsidiary Guarantees, the Company and the Guarantors may omit to comply with
and will have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply will not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Subsidiary Guarantees will be unaffected thereby.
In addition, upon the Company's exercise under Section 8.01

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<PAGE>


hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(iii) through 6.01(vii) hereof will not constitute Events of Default.

Section 8.04      Conditions to Legal or Covenant Defeasance.

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

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

                  (ii) in the case of an election under Section 8.02 hereof, the
         Company will deliver to the Trustee an Opinion of Counsel reasonably
         acceptable to the Trustee confirming that (A) the Company has received
         from, or there has been published by, the Internal Revenue Service a
         ruling or (B) since the Issue Date, there has been a change in the
         applicable federal income tax law; in either case to the effect that,
         and based thereon such Opinion of Counsel will confirm that, the
         Holders of the outstanding Notes will not recognize income, gain or
         loss for federal income tax purposes as a result of such Legal
         Defeasance and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

                  (iii) in the case of an election under Section 8.03 hereof,
         the Company has delivered to the Trustee an Opinion of Counsel
         reasonably acceptable to the Trustee confirming that the Holders of the
         outstanding Notes will not recognize income, gain or loss for federal
         income tax purposes as a result of such Covenant Defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such Covenant
         Defeasance had not occurred;

                  (iv) no Default or Event of Default has occurred and is
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the borrowing of funds to be applied to such
         deposit) or insofar as Events of Default from bankruptcy or insolvency
         events are concerned, at any time in the period ending on the 91st day
         after the date of deposit;

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

                  (vi) the Company must deliver to the Trustee an Opinion of
         Counsel (subject to customary exceptions) to the effect that, assuming,
         among other things, no intervening bankruptcy of the Company between
         the date of deposit and the 91st day following the deposit, and
         assuming that no Holder is an "insider" of the Company under applicable
         bankruptcy law, after the 91st day following the deposit, the cash or
         non-callable Government Securities deposited in trust will not be
         subject to avoidance and repayment under Sections 547 and 550 of the
         U.S. Bankruptcy Code;

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


                                       62
<PAGE>

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

                  However, the Opinion of Counsel required by clause (ii) hereof
will not be required if all Notes not theretofore delivered to the Trustee for
cancellation have become due and payable, will become due and payable on their
maturity date within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the Company's name, and at the Company's expense.

Section 8.05      Deposited Money and Government Securities to be held in Trust;
Other Miscellaneous Provisions.

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

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

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

Section 8.06      Repayment to Company.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of,
interest, premium and Liquidated Damages, if any, on any Note and remaining
unclaimed for two years after such principal, interest, premium and Liquidated
Damages, if any, has become due and payable will be paid to the Company on its
request or (if then held by the Company) will be discharged from such trust; and
the Holder of such Note will thereafter look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as Trustee thereof, will
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in The New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07      Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any cash in
United States dollars or non-callable Government Securities in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's and the Guarantors'
obligations under this Indenture, the Notes and the Subsidiary Guarantees shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.02 or 8.03


                                       63
<PAGE>


hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, interest, premium and Liquidated Damages, if any, on
any Note following the reinstatement of its obligations, the Company will be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders.

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

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

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

                  (iii) to provide for additional Guarantors of the Notes or the
         release, in accordance with this Indenture, of any Guarantor;

                  (iv) to provide for the assumption of the Company's or any
         Guarantor's obligations to Holders of Notes in the case of a merger,
         consolidation or sale of assets;

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

                  (vi) to comply with requirements of the Commission in order to
         effect or maintain the qualification of this Indenture under the Trust
         Indenture Act of 1939, as amended;

                  (vii) to evidence and provide for the acceptance of the
         appointment of a successor trustee with respect to the Securities;

                  (viii) in any other case, pursuant to the provisions of this
         Indenture, where a supplemental indenture is required or permitted to
         be entered into without the consent of any Holder of Notes; or

                  (ix) to provide for the issuance of Exchange Notes and related
         Guarantees or Additional Notes and related guarantees.

                  The consent of the Holders is not necessary under this
Indenture to approve the particular form of any proposed amendment. It is
sufficient if such consent approves the substance of the proposed amendment.

                  After an amendment under this Indenture becomes effective, the
Company is required to mail to Holders a notice briefly describing such
amendment. However, the failure to give such notice to all Holders, or any
defect therein, will not impair or affect the validity of the amendment.

                  Upon (x) the request of the Company accompanied by a
resolution of its Board of Directors authorizing the execution of any such
amended or supplemental indenture and (y) receipt by the Trustee of the
documents set forth in Section 7.02 hereof, the Trustee will join with the
Company in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee will
not be obligated to enter into such amended or supplemental indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.


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Section 9.02      With Consent of Holders.

                  Except as provided below in this Section 9.02, the Company and
the Trustee may amend or supplement this Indenture (including, without
limitation, Sections 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and
the Notes with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, interest, premium or Liquidated Damages, if any, on
the Notes, except a Payment Default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Subsidiary
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes).

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

                  The Company may, but will not be obligated to, fix a record
date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, will be
entitled to consent to such supplemental indenture, whether or not such Holders
remain Holders after such record date; provided, that unless such consent will
have become effective by virtue of the requisite percentage having been obtained
prior to the date which is 180 days after such record date; any such consent
previously given will automatically and without further action by any Holder be
canceled and of no further effect.

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

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

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

                  (ii) reduce the principal of or change the fixed maturity of
         any Note;

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

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

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


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

                  (vii) make any change to the subordination provisions of this
         Indenture (including applicable definitions) that would adversely
         affect the Holders of the Notes; or

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

Section 9.03      Compliance with Trust Indenture Act.

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

Section 9.04      Revocation and Effect of Consents.

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

Section 9.05      Notation on or Exchange of Notes.

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

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

Section 9.06      Trustee to Sign Amendments, etc.

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

                                  ARTICLE 10.
                              SUBSIDIARY GUARANTEES

Section 10.01     Agreement to Guarantee.

                  (a) Each of the Guarantors, jointly and severally, with all
other Guarantors, unconditionally Guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, regardless of the validity and enforceability of this Indenture,
the Notes or the Obligations of the Company under this Indenture or the Notes,
that:

                  (i) the principal of, interest, premium and Liquidated
         Damages, if any, on the Notes will be promptly paid in full when due,
         whether at maturity, by acceleration, redemption or otherwise, and
         interest


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         on the overdue principal of, interest, premium and Liquidated Damages,
         if any, on the Notes, to the extent lawful, and all other Obligations
         of the Company to the Holders or the Trustee under this Indenture or
         the Notes will be promptly paid in full, all in accordance with the
         terms hereof or thereof; and

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

                  (b) Notwithstanding the foregoing, in the event that this
Subsidiary Guarantee would constitute or result in a violation of any applicable
fraudulent conveyance or similar law of any relevant jurisdiction, the liability
of the Guarantors under this Indenture will be reduced to the maximum amount
permissible under such fraudulent conveyance or similar law.

                  (c) Failing payment when due of any amount so guaranteed or
any performance so guaranteed for whatever reason, the Guarantors will be
jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.

Section 10.02     Execution and Delivery of Subsidiary Guarantees.

                  (a) To evidence its Subsidiary Guarantee set forth in this
Indenture, each Guarantor hereby agrees that a notation of such Subsidiary
Guarantee substantially in the form attached as Exhibit D to this Indenture will
be endorsed by an Officer of such Guarantor on each Note authenticated and
delivered by the Trustee on or after the date hereof.

                  (b) Notwithstanding the foregoing, each Guarantor hereby
agrees that its Subsidiary Guarantee set forth herein will remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of
such Subsidiary Guarantee.

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

                  (d) The delivery of any Note by the Trustee, after the
authentication thereof under this Indenture, will constitute due delivery of the
Subsidiary Guarantee set forth in this Indenture on behalf of each Guarantor.

                  (e) Each Guarantor hereby agrees that its obligations
hereunder will be unconditional, regardless of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any
provisions hereof or thereof, the recovery of any judgment against the Company,
any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor.

                  (f) Each Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company, protest, notice and all demands whatsoever and covenants that its
Subsidiary Guarantee made pursuant to this Indenture will not be discharged
except by complete performance of the obligations contained in the Notes and
this Indenture.

                  (g) 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
such Guarantor, any amount paid by either to the Trustee or such Holder, the
Subsidiary Guarantee made pursuant to this Indenture, to the extent theretofore
discharged, will be reinstated in full force and effect.

                  (h) Each Guarantor agrees that it will not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
Guaranteed hereby until payment in full of all obligations Guaranteed hereby.


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Each Guarantor 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 hereby may be
         accelerated as provided in Article 6 hereof for the purposes of the
         Subsidiary Guarantee made pursuant to this Indenture, notwithstanding
         any stay, injunction or other prohibition preventing such acceleration
         in respect of the Obligations Guaranteed hereby; and

                  (ii) in the event of any declaration of acceleration of such
         Obligations as provided in Article 6 hereof, such Obligations (whether
         or not due and payable) will forthwith become due and payable by such
         Guarantor for the purpose of the Subsidiary Guarantee made pursuant to
         this Indenture.

                  (i) Each Guarantor will have the right to seek contribution
from any other non-paying Guarantor so long as the exercise of such right does
not impair the rights of the Holders or the Trustee under the Subsidiary
Guarantee made pursuant to this Indenture.

Section 10.03     Guarantors May Consolidate, etc. on Certain Terms.

                  (a) Except as set forth in Articles 4 and 5 hereof, and
notwithstanding Sections 10.03(b) and (c) hereof, nothing contained in this
Indenture or in the Notes will prevent any consolidation or merger of any
Guarantor with or into the Company or any other Guarantor or will prevent any
transfer, sale or conveyance of the property of any Guarantor as an entirety or
substantially as an entirety to the Company or any other Guarantor.

                  (b) Except as set forth in Section 10.04 hereof, no Guarantor
may sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person), another Person, other than the Company or another Guarantor,
unless:

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

                  (ii) either:

                           (A) subject to Section 10.04 hereof, the Person
                  acquiring the property in any such sale or disposition or the
                  Person formed by or surviving any such consolidation or merger
                  assumes all the obligations of that Guarantor under this
                  Indenture, the Notes, its Subsidiary Guarantee and the
                  Registration Rights Agreement pursuant to a Supplemental
                  Indenture satisfactory to the Trustee; or

                           (B) the Net Proceeds of such sale or other
                  disposition are applied in accordance with the applicable
                  provisions of this Indenture, including without limitation,
                  Section 4.10 hereof.

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


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<PAGE>


Section 10.04     Releases.

                  (a) In connection with any sale or other disposition of all or
substantially all of the assets of any Guarantor (including by way of merger or
consolidation) or a sale of all of the Capital Stock of any Guarantor, in each
case to a Person that is not (either before or after giving effect to such
transactions) a Restricted Subsidiary, if the sale or other disposition complies
with Section 4.10 and the other applicable provisions of this Indenture, then
such Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the Capital Stock of such Guarantor) or
the Person acquiring the property (in the event of a sale or other disposition
of all or substantially all of the assets of such Guarantor) will be released
and relieved of any obligations under its Subsidiary Guarantee. Upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
to the effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without limitation
Section 4.10 hereof, the Trustee will execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under its
Subsidiary Guarantee. Any Guarantor not released from its obligations under its
Subsidiary Guarantee will remain liable for the full amount of principal of,
interest, premium and Liquidated Damages, if any, on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article
10.

                  (b) If the Company designates any Restricted Subsidiary that
is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable
provisions of this Indenture, such Guarantor will be released and relieved of
its obligations under its Subsidiary Guarantee. Upon delivery by the Company to
the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect
that such designation of such Guarantor as an Unrestricted Subsidiary was made
by the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.07 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of such Guarantor from its
obligations under its Subsidiary Guarantee. Any Guarantor not released from its
obligations under its Subsidiary Guarantee will remain liable for the full
amount of principal of, interest, premium and Liquidated Damages, if any, on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.

                  (c) In connection with any Legal Defeasance or Covenant
Defeasance of the Notes in accordance with, and subject to Article 8 hereof,
each Guarantor shall be released and relieved of its obligations under this
Indenture in accordance with, and subject to, Article 8 hereof.

                                  ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01     Satisfaction and Discharge.

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

         (i)      either:

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

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


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<PAGE>

                           cancellation for principal, accrued interest, premium
                           and Liquidated Damages, if any, to the date of
                           maturity or redemption;

         (ii)     no Default or Event of Default has occurred and is continuing
                  on the date of the deposit or will occur as a result of the
                  deposit and the deposit will not result in a breach or
                  violation of, or constitute a default under, any other
                  instrument to which the Company or any Guarantor is a party or
                  by which the Company or any Guarantor is bound other than a
                  Default or Event of Default resulting from the borrowing of
                  funds to be applied to such deposit and the guaranteeing of
                  any Lien securing such borrowing;

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

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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, if money has been deposited with the Trustee pursuant to Section
11.01(i)(B) hereof, the provisions of Section 11.02 hereof and Section 8.06
hereof will survive. In addition, nothing in this Section 11.01 hereof will be
deemed to discharge those provisions of Section 7.07 hereof, that, by their
terms, survive the satisfaction and discharge of this Indenture.

Section 11.02     Application of Trust Money.

                  Subject to the provisions of Section 8.06 hereof, all money
deposited with the Trustee pursuant to Section 11.01 hereof will be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, interest, premium
and Liquidated Damages, if any, for whose payment such money has been deposited
with the Trustee; but such money need not be segregated from other funds except
to the extent required by law.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and any Guarantor's obligations under this Indenture
and the Notes will be revived and reinstated as though no deposit had occurred
pursuant to Section 11.01 hereof; provided that if the Company has made any
payment of principal of, interest, premium or Liquidated Damages, on any Notes
because of the reinstatement of its obligations, the Company will be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money or Government Securities held by the Trustee or Paying Agent.

                                  ARTICLE 12.
                                  SUBORDINATION


Section 12.01     Notes Subordinated to Senior Debt.

                  The Company, for itself and its successors, and each Holder,
by its acceptance of Notes agrees that the payments of all Obligations on the
Notes by the Company shall be subordinated and junior in right of payment in
accordance with the provisions of this Article 4 to the prior payment in full,
in cash or Cash Equivalents, of all Obligations on the Senior Debt (including
the Obligations with respect to the Credit Facilities), whether now outstanding
or hereafter created (including any interest accruing subsequent to an event
specified in Sections 6.01 (viii) and (ix) whether or not such interest is an
allowed claim against the Company), that the subordination is for the


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benefit of the holders of Senior Debt, and that each holder of Senior Debt,
whether now outstanding or hereafter created, incurred, assumed or guaranteed
shall be deemed to have acquired Senior Debt, in reliance upon the covenants and
provisions contained in this Indenture. Notwithstanding the foregoing, payments
and distributions made in Permitted Junior Securities or made relating to the
Notes pursuant to the trust set forth in Article 8 will not be so subordinated
in right of payment to any Senior Debt or subject to these restrictions.

Section 12.02     Payment Over of Proceeds Upon Liquidation, Etc.; No Payments
in Certain Circumstances.

                  (a) In the event of distributions resulting from:

                           (i) a liquidation or dissolution of the Company;

                           (ii) a bankruptcy, reorganization, insolvency,
                  receivership or similar proceeding relating to the Company or
                  its property;

                           (iii) an assignment of the Company's assets for the
                  benefit of its creditors; or

                           (iv) any marshalling of the Company's assets and
                  liabilities,

the holders of Senior Debt shall receive payment in full in cash or Cash
Equivalents of all Obligations due in respect of Senior Debt (including any
interest accruing subsequent to an event specified in Sections 6.01 (viii) and
(ix) whether or not such interest is an allowed claim against the Company)
before the Holders of Notes shall receive any payment or distribution of any
kind or character with respect to any Obligations on, or relating to, the Notes
(other than payments and distributions made in Permitted Junior Securities or
made relating to the Notes pursuant to the trust set forth in Article 8 hereof).

                  (b) The Company shall not make any payment or distribution of
any kind or character with respect to any Obligations on, or relating to, the
Notes (other than payments and distributions made in Permitted Junior Securities
or made relating to the Notes pursuant to the trust set forth in Article 8
hereof) or acquire any Notes for cash or property or otherwise, if a payment
default under Designated Senior Debt occurs and is continuing unless and until
such payment default is cured or waived or such Designated Senior Debt has been
discharged or paid in full in accordance with its terms. In addition, upon the
occurrence and during the continuation of any other event of default with
respect to Designated Senior Debt (as such event of default is defined in the
instrument creating or evidencing such Designated Senior Debt) pursuant to which
the maturity thereof may be accelerated, if the agent or representative of the
holders of such Designated Senior Debt gives written notice of such non-payment
event of default to the Company and the Trustee (each a "Payment Blockage
Notice"), no payment or distribution of any kind or character shall be made by
the Company upon or in respect of any Obligations on, or with respect to, the
Notes (other than payments and distributions made in Permitted Junior Securities
or made relating to the Notes pursuant to the trust set forth in Article 8
hereof) and the Company shall not acquire any Notes for cash or property or
otherwise, in any case, unless and until the earliest to occur of (w) the date
on which the Trustee receives written notice from the agent or other
representative for such Designated Senior Debt that all nonpayment defaults are
cured or waived, (x) the date 179 days after the date on which such Payment
Blockage Notice was received (unless the maturity of any Designated Senior Debt
has been accelerated), (y) the date on which the Trustee receives written notice
from the agent or other representative for such Designated Senior Debt
rescinding the Payment Blockage Notice and (z) the date such Designated Senior
Debt has been discharged or paid in full in accordance with its terms.

                  (c) No non-payment default that existed or was continuing
on the date of delivery of any Payment Blockage Notice shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless that non-payment default
shall have been cured or waived for a period of not less than 90 consecutive
days (it being acknowledged that any subsequent action, or any breach of any
financial covenants for a period commencing after the date of delivery of such
initial Payment Blockage Notice that would, in either case, give rise to a
non-payment default pursuant to any provisions under which a non-payment default
previously existed or was continuing shall constitute a new non-payment default
for this purpose).

                  (d) No new Payment Blockage Notice may be delivered unless and
until: (i) 360 days have elapsed since the delivery of the immediately prior
Payment Blockage notice, and (ii) all scheduled payments of


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<PAGE>


principal of, premium, if any, interest and Liquidated Damages, if any, on the
Notes that have come due have been paid in full.

                  (e) Nothing contained in this Article 12 shall limit the
right of the Holders to take any action to accelerate the maturity of the Notes
pursuant to Article 6 or to pursue any rights or remedies hereunder or
otherwise.

Section 12.03     Rights and Obligations of the Holders.

                  (a) In the event that, notwithstanding the foregoing
provisions of Sections 12.01 and 12.02, any Holders or the Trustee receive or
receives any payment of any kind in respect of the Notes in contravention of the
provisions of this Indenture before all Senior Debt has been paid in full (and,
in the case of the Trustee, a Responsible Officer has actual knowledge that
such payment is in contravention of this Indenture), then such payment or
distribution will be held by the recipient in trust for the benefit of, and
shall be paid over and delivered to the holders of such Senior Debt or their
representative, to the extent necessary to make payment in full of all such
Senior Debt remaining unpaid, after giving effect to any concurrent payment or
distribution to the holders of such Senior Debt.

                  (b) If payment of the obligations under the Notes is
accelerated because of an Event of Default, the Company shall promptly notify
the Holders and the agent or other representatives for Designated Senior Debt of
the acceleration.

                  (c) Nothing contained in this Article 12 shall limit the right
of the Holders to take any action to accelerate the maturity of the Notes
pursuant to Article 6 or to pursue any rights or remedies hereunder or
otherwise.

                  (d) Upon any payment or distribution of assets or securities
referred to in this Article 12, the Holders (notwithstanding any other provision
of this Indenture) shall be entitled to rely upon any order or decree of a court
of competent jurisdiction in which such dissolution, winding up, liquidation or
reorganization proceedings are pending, and upon a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making any
such payment or distribution, delivered to the Holders for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of Senior Debt, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article 12.

                  (e) The Company shall give written notice to the Trustee of
any default or event of default under any Senior Debt or under any agreement
pursuant to which Senior Debt may have been issued, and, in the event of any
such event of default, shall provide to the Trustee the names and addresses of
the trustees or other representatives of holders of such Senior Debt.

                  (f) With respect to the holders of Senior Debt, each Holder
undertakes to perform only such obligations on the part of such Holder as are
specifically set forth in this Article 12, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Holders. The Holders shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt or any other representative of the
holders of the Senior Debt.

Section 12.04     Payments May Be Paid Prior to Dissolution.

                  Nothing contained in this Article 12 or elsewhere in this
Indenture shall prevent or delay (i) the Company, except under the conditions
set forth in Section 12.02, from making payments at any time for the purpose of
paying the Obligations under the Notes, or from depositing with the Paying Agent
any moneys for such payments, or (ii) subject to Section 12.02, the application
by the Paying Agent of any moneys deposited with it for the purpose of paying
the Obligations under the Notes.


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<PAGE>

Section 12.05     Rights of Holders of Senior Debt Not to Be Impaired.

                  (a) No right of any present or future holder of any Senior
Debt to enforce subordination as provided in this Article 12 shall at any time
in any way be prejudiced or impaired by any act or failure to act by any such
holder, or by any noncompliance by the Company with the terms and provisions and
covenants herein, regardless of any knowledge thereof any such holder may have
or otherwise be charged with. Without in any way limiting the generality of the
foregoing, such holders of Senior Debt may, at any time and from time to time
without impairing or releasing the subordination provided in this Section 12 or
the obligations of the Holders hereunder to the holders of Senior Debt, do any
one or more of the following: (i) change the manner, place, terms or time of
payment of, or renew or alter, Senior Debt or otherwise amend or supplement in
any manner Senior Debt or any instrument evidencing the same or any agreement
under which any Senior Debt is outstanding; (ii) sell, exchange, release, or
otherwise deal with any property pledged, mortgaged, or otherwise securing
Senior Debt or fail to perfect or delay in the perfection of the security
interest in such property; (iii) release any Person liable in any manner for the
collection of Senior Debt; and (iv) exercise or refrain from exercising any
rights against the Company and any other Person. Each Holder by purchasing or
accepting a Note waives any and all notice of the creation, modification,
renewal, extension or accrual of any Senior Debt and notice of or proof of
reliance by any holder or owner of Senior Debt upon this Article 12 and the
Senior Debt shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Article 12, and all dealings between the Company
and the holders and owners of the Senior Debt shall be deemed to have been
consummated in reliance upon this Article 12.

                  (b) The provisions of this Article 12 are intended to be for
the benefit of, and shall be enforceable directly by, the holders of the Senior
Debt.

Section 12.06     Subrogation.

                  (a) Upon the payment in full in accordance with the terms of
Section 12.02 of all amounts payable under or in respect of the Senior Debt, the
Holders shall be subrogated to the rights of the holders of such Senior Debt to
receive payments or distributions of assets of Company made on such Senior Debt
until the Notes shall be paid in full in cash or Cash Equivalents; and for
purposes of such subrogation no payments or distributions to holders of such
Senior Debt of any cash, property or securities to which the Holders would be
entitled except for the provisions of this Article 12, and no payment over
pursuant to the provisions of this Article 12 to holders of such Senior Debt by
the Holders, shall, as between the Company, its creditors other than holders of
such Senior Debt and the Holders, be deemed to be a payment by the Company to or
on account of such Senior Debt, it being understood that the provisions of this
Article 12 are solely for the purpose of defining the relative rights of the
holders of such Senior Debt, on the one hand, and the Holders, on the other
hand. A release of any claim by any holder of Senior Debt shall not limit the
Holders' rights of subrogation under this Section 12.06.

                  (b) If any payment or distribution to which the Holders would
otherwise have been entitled but for the provisions of this Article 12 shall
have been applied, pursuant to the provisions of this Article 12, to the payment
of all amounts payable under the Senior Debt, then and in such case, the Holders
shall be entitled to receive from the holders of such Senior Debt at the time
outstanding the full amount of any such payments or distributions received by
such holders of Senior Debt in excess of the amount sufficient to pay all Senior
Debt payable under or in respect of the Senior Debt in full in cash or Cash
Equivalents in accordance with the terms of Section 12.02.

Section 12.07     Obligations of the Company Unconditional.

                  (a) Nothing contained in this Article 12 or elsewhere in this
Indenture is intended to or shall impair as between the Company and the Holders
the obligations of the Company, which are absolute and unconditional, to pay to
the Holders as and when payments on the Notes become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders and creditors of the Company other than the holders of the
Senior Debt, nor shall anything herein or therein prevent the Holders from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article 12 of the
holders of such Senior Debt in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.


                                       73
<PAGE>

                  (b) The failure to make a payment on account of Notes by
reason of any provision of this Article 12 shall not prevent the occurrence of
an Event of Default under Section 6.1.

Section 12.08     Holders Authorize Trustee to Effectuate Subordination.

                  Each Holder hereby authorizes and expressly directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article 12 and appoints the
Trustee its attorney in fact for such purpose, including, without limitation, in
the event of any dissolution, winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency, receivership, reorganization or
similar proceedings or upon an assignment for the benefit of creditors or any
other similar remedy or otherwise) tending towards liquidation of the business
and assets of the Company, the immediate filing of a claim for the unpaid
balance of the Notes in the form required in said proceedings and causing said
claim to be approved. If the Trustee does not file a proper claim or proof of
debt in the form required in such proceeding prior to 30 days before the
expiration of the time to file such claim or claims, then the holders of the
Senior Debt are hereby authorized to have the right to file and are hereby
authorized to file an appropriate claim for and on behalf of the Holders. In the
event of any such proceeding, until the Senior Debt is paid in full in cash or
Cash Equivalents, without the consent of the holders of a majority in principal
amount outstanding of Senior Debt, no Holder shall waive, settle or compromise
any such claim or claims relating to the Notes that such Holder now or hereafter
may have against the Company.

Section 12.09     Trustee Not Fiduciary for Holders of Senior Debt.

                  The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Debt and shall not be liable to any such holders if the
Trustee shall in good faith mistakenly pay over or distribute to Holders or to
the Company or to any other person cash, property or securities to which any
holders of Senior Debt shall be entitled by virtue of this Article or otherwise.
With respect to the holders of Senior Debt, the Trustee undertakes to perform or
to observe only such of its covenants or obligations as are specifically set
forth in this Indenture and no implied covenants or obligations with respect to
holders of Senior Debt shall be read into this Indenture against the Trustee.

Section 12.10     Guarantees Subordinated to Senior Debt of Guarantors

                  The obligations of each Guarantor under its Guarantee shall be
junior and subordinated to the prior payment in full in cash or Cash Equivalents
of the Senior Debt of such Guarantor on the same basis as the Notes are junior
and subordinated to Senior Debt of the Company. For the purposes of the
foregoing sentence, the Trustee and the Holders shall have the right to receive
and/or retain payments by any of the Guarantors only at such times as they may
receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article 12 hereof.


                                  ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01     Trust Indenture Act Controls.

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

Section 13.02     Notices.

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


                                       74
<PAGE>

                  If to the Company or any Guarantor:

                  Beverly Enterprises, Inc.
                  One Thousand Beverly Way
                  Fort Smith, Arkansas 72919
                  Attention:  John Arena

                  If to the Trustee:

                  BNY Midwest Trust Company
                  2 North LaSalle Street, Suite 1020
                  Chicago, IL 60602
                  Attention:  Corporate Trust Services Division

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

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

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

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

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

Section 13.03     Communications By Holders with Other Holders.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else will have the protection
of TIA Section 312(c).

Section 13.04     Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company will furnish to the
Trustee:

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

                           (b) an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee (which will include the
         statements set forth in Section 13.05 hereof) stating that, in the
         opinion of such counsel (who may rely upon the Officer's Certificate as
         to matters of fact), all such conditions precedent and covenants have
         been satisfied.


                                       75
<PAGE>

Section 13.05     Statements Required in Certificate or Opinion.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) will comply with the provisions of
TIA Section 314(e) and will include:

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

                           (b) 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;

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

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

Section 13.06     Rules by Trustee and Agents.

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

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

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

Section 13.08     Governing Law.

                  THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WILL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

Section 13.09     No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

Section 13.10     Successors.

                  All agreements of the Company and the Guarantors in this
Indenture, the Notes and the Guarantors will bind its successors. All agreements
of the Trustee in this Indenture will bind its successors.


                                       76
<PAGE>

Section 13.11     Severability.

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

Section 13.12     Counterpart Originals.

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

Section 13.13     Table of Contents, Headings, etc.

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


                         [Signatures on following pages]



                                       77
<PAGE>

                                   SIGNATURES



Dated as of June 25, 2004


                                                BEVERLY ENTERPRISES, INC.


                                                By: /s/ RICHARD D. SKELLY, JR.
                                                   ---------------------------
                                                Name: Richard D. Skelly, Jr.
                                                Title: Sr. VP & Treasurer



<PAGE>


                          4F FUNDING, INC.
                          AEDON HOMECARE - HOUSTON, LLC
                          AEDON HOMECARE - MINNESOTA, LLC
                          AEDON HOMECARE, LLC
                          AEDON STAFFING, LLC
                          AEGIS THERAPIES - OREGON, INC.
                          AEGIS THERAPIES - WISCONSIN, INC.
                          AEGIS THERAPIES, INC.
                          AEGIS THERAPIES - FLORIDA, INC.
                          AFFIRMACARE, LLC
                          AGI-CAMELOT, INC.
                          ASERACARE HOSPICE - BIRMINGHAM, LLC
                          ASERACARE HOSPICE - CORINTH, LLC
                          ASERACARE HOSPICE - DEMOPOLIS, LLC
                          ASERACARE HOSPICE - HAMILTON, LLC
                          ASERACARE HOSPICE - JACKSON, LLC
                          ASERACARE HOSPICE - MARSHALL COUNTY, LLC
                          ASERACARE HOSPICE - MEMPHIS, LLC
                          ASERACARE HOSPICE - MERIDIAN, LLC
                          ASERACARE HOSPICE - MONROEVILLE, LLC
                          ASERACARE HOSPICE - NEW ALBANY, LLC
                          ASERACARE HOSPICE - NEW HORIZONS, LLC
                          ASERACARE HOSPICE - PHILADELPHIA, LLC
                          ASERACARE HOSPICE - RUSSELLVILLE, LLC
                          ASERACARE HOSPICE - SENATOBIA, LLC
                          ASERACARE HOSPICE - TENNESSEE, LLC
                          BEVERLY - BELLA VISTA HOLDING, INC.
                          BEVERLY - MISSOURI VALLEY HOLDING, INC.
                          BEVERLY - RAPID CITY HOLDING, INC.
                          BEVERLY ENTERPRISES - ALABAMA, INC.
                          BEVERLY ENTERPRISES - ARIZONA, INC.
                          BEVERLY ENTERPRISES - ARKANSAS, INC.
                          BEVERLY ENTERPRISES - CALIFORNIA, INC.
                          BEVERLY ENTERPRISES - DELAWARE, INC.
                          BEVERLY ENTERPRISES - DISTRICT OF COLUMBIA, INC.
                          BEVERLY ENTERPRISES - FLORIDA, INC.
                          BEVERLY ENTERPRISES - GARDEN TERRACE, INC.
                          BEVERLY ENTERPRISES - GEORGIA, INC.
                          BEVERLY ENTERPRISES - HAWAII, INC.
                          BEVERLY ENTERPRISES - ILLINOIS, INC.
                          BEVERLY ENTERPRISES - INDIANA, INC.
                          BEVERLY ENTERPRISES - KANSAS, LLC
                          BEVERLY ENTERPRISES - KENTUCKY, INC.
                          BEVERLY ENTERPRISES - MARYLAND, INC.
                          BEVERLY ENTERPRISES - MASSACHUSETTS, INC.
                          BEVERLY ENTERPRISES - MINNESOTA, LLC
                          BEVERLY ENTERPRISES - MISSISSIPPI, INC.
                          BEVERLY ENTERPRISES - MISSOURI, INC.
                          BEVERLY ENTERPRISES - NEBRASKA, INC.
                          BEVERLY ENTERPRISES - NEW JERSEY, INC.
                          BEVERLY ENTERPRISES - NORTH CAROLINA, INC.
                          BEVERLY ENTERPRISES - OHIO, INC.
                          BEVERLY ENTERPRISES - OREGON, INC.
                          BEVERLY ENTERPRISES - PENNSYLVANIA, INC.
                          BEVERLY ENTERPRISES - SOUTH CAROLINA, INC.
                          BEVERLY ENTERPRISES - TENNESSEE, INC.
<PAGE>
                          BEVERLY ENTERPRISES - TEXAS, INC.
                          BEVERLY ENTERPRISES - VIRGINIA, INC.
                          BEVERLY ENTERPRISES - WASHINGTON, INC.
                          BEVERLY ENTERPRISES - WEST VIRGINIA, INC.
                          BEVERLY ENTERPRISES - WISCONSIN, INC.
                          BEVERLY ENTERPRISES INTERNATIONAL LIMITED
                          BEVERLY HEALTH AND REHABILITATION SERVICES, INC.
                          BEVERLY HEALTHCARE - CALIFORNIA, INC.
                          BEVERLY HEALTHCARE - ROCHESTER MN, LLC
                          BEVERLY HEALTHCARE MANAGEMENT - MN, LLC
                          BEVERLY HEALTHCARE, LLC
                          BEVERLY MANOR INC. OF HAWAII
                          BEVERLY SAVANA CAY MANOR, INC.
                          BEVERLY-INDIANAPOLIS, LLC
                          BEVRD, LLC
                          CERES SELECT, LLC
                          CERES STRATEGIES MEDICAL SERVICES, LLC
                          CERES STRATEGIES, INC.
                          COMMERCIAL MANAGEMENT, INC.
                          COMMUNITY CARE, INC.
                          COMPASSION AND PERSONAL CARE SERVICES, INC.
                          EASTERN HOME HEALTH SUPPLY & EQUIPMENT CO., INC.
                          HALE NANI, INC.
                          HALLMARK CONVALESCENT HOMES, INC.
                          HOMECARE PREFERRED CHOICE, INC.
                          HOSPICE OF EASTERN CAROLINA, INC.
                          HOSPICE PREFERRED CHOICE, INC.
                          LARES CARE RESOURCE, LLC
                          LIBERTY NURSING HOMES, INCORPORATED
                          MATRIX OCCUPATIONAL HEALTH, INC.
                          MATRIX WELLNESS, LLC
                          MEDICAL ARTS HEALTH FACILITY OF LAWRENCEVILLE, INC.
                          MODERNCARE OF LUMBERTON, INC.
                          NEBRASKA CITY S-C-H, INC.
                          NURSING HOME OPERATORS, INC.
                          PETERSEN HEALTH CARE, INC.
                          SOUTH ALABAMA NURSING HOME, INC.
                          SOUTH DAKOTA - BEVERLY ENTERPRISES, INC.
                          SOUTHEASTERN HOME MEDICAL EQUIPMENT -
                            ALABAMA, LLC
                          SOUTHEASTERN HOME MEDICAL EQUIPMENT -
                            MISSISSIPPI, LLC
                          SOUTHEASTERN HOME MEDICAL EQUIPMENT -
                            TENNESSEE, LLC
                          SPECTRA HEALTHCARE ALLIANCE, INC.
                          TAR HEEL INFUSION COMPANY, INC.
                          TMD DISPOSITION COMPANY
                          VANTAGE HEALTHCARE CORPORATION
                          VIZIA HEALTHCARE DESIGN GROUP, LLC


                          By: /s/ JOHN G. ARENA
                              -------------------------
                          Name: John G. Arena
                          Title:


<PAGE>


BNY MIDWEST TRUST COMPANY,
 as Trustee


By: /s/ D.G. DONOVAN
   ----------------------
Name: D.G. Donovan
Title: Vice President