<PAGE>

                                                                     EXHIBIT 4.3

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


                            BEVERLY ENTERPRISES, INC.


                                   ----------

                                  $200,000,000


                          9 5/8% SENIOR NOTES DUE 2009

                                   ----------


                                   ----------

                                    INDENTURE


                           DATED AS OF APRIL 25, 2001

                                   ----------


                                   ----------

                              THE BANK OF NEW YORK

                                   ----------


                                   AS TRUSTEE



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


<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                           Page
                                                                           ----
<S>           <C>                                                         <C>

                                     ARTICLE 1

                    DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.  Definitions....................................................1
SECTION 1.2.  Other Definitions.............................................16
SECTION 1.3.  Incorporation By Reference of TIA.............................17
SECTION 1.4.  Rules of Construction.........................................17

                                     ARTICLE 2

                   THE SECURITIES; OFFER TO PURCHASE PROCEDURES

SECTION 2.1.  Form and Dating...............................................18
SECTION 2.2.  Execution and Authentication..................................18
SECTION 2.3.  Registrar and Paying Agent....................................19
SECTION 2.4.  Paying Agent to Hold Money in Trust...........................19
SECTION 2.5.  Holder Lists..................................................20
SECTION 2.6.  Transfer and Exchange.........................................20
SECTION 2.7.  Replacement Securities........................................34
SECTION 2.8.  Outstanding Securities........................................34
SECTION 2.9.  Treasury Securities...........................................35
SECTION 2.10. Temporary Securities..........................................35
SECTION 2.11. Cancellation..................................................35
SECTION 2.12. Defaulted Interest............................................36
SECTION 2.13. Record Date...................................................36
SECTION 2.14. CUSIP Number..................................................36
SECTION 2.15. Offer to Purchase by Application of Excess Proceeds...........36

                                     ARTICLE 3

                                    REDEMPTION

SECTION 3.1.  Right of Redemption...........................................38
SECTION 3.2.  Notices to Trustee............................................39
SECTION 3.3.  Selection of Securities to be Redeemed........................39
SECTION 3.4.  Notice of Redemption..........................................39
SECTION 3.5.  Effect of Notice of Redemption................................40
SECTION 3.6.  Deposit of Redemption Price...................................41
SECTION 3.7.  Securities Redeemed in Part...................................41
</Table>



                                      -i-
<PAGE>


<Table>
<Caption>
                                                                                    Page
                                                                                    ----
<S>           <C>                                                                   <C>
                                     ARTICLE 4

                                     COVENANTS

SECTION 4.1.  Payment of Securities.................................................41
SECTION 4.2.  Maintenance of Office or Agency.......................................42
SECTION 4.3.  Reports...............................................................42
SECTION 4.4.  Compliance Certificate; Notice of Default.............................43
SECTION 4.5.  Taxes.................................................................44
SECTION 4.6.  Stay, Extension and Usury Laws........................................44
SECTION 4.7.  Limitations on Restricted Payments....................................44
SECTION 4.8.  Limitations on Dividend and Other Payment Restrictions Affecting
                   Subsidiaries.....................................................47
SECTION 4.9.  Limitations on Incurrence of Indebtedness and Issuance of Preferred
                   Stock............................................................47
SECTION 4.10. Asset Sales...........................................................49
SECTION 4.11. Limitations on Transactions With Affiliates...........................50
SECTION 4.12. Limitations on Liens..................................................50
SECTION 4.13. Change of Control.....................................................51
SECTION 4.14. Corporate Existence...................................................52
SECTION 4.15. Line of Business......................................................52

                                     ARTICLE 5

                                     SUCCESSORS

SECTION 5.1.  Limitations on Mergers, Consolidations or Sales of Assets.............53
SECTION 5.2.  Successor Corporation or Person Substituted...........................53

                                     ARTICLE 6

                               DEFAULTS AND REMEDIES

SECTION 6.1.  Events of Default.....................................................54
SECTION 6.2.  Acceleration..........................................................56
SECTION 6.3.  Other Remedies........................................................56
SECTION 6.4.  Waiver of Past Defaults...............................................56
SECTION 6.5.  Control by Majority...................................................56
SECTION 6.6.  Limitation on Suits...................................................57
SECTION 6.7.  Rights of Holders to Receive Payment..................................57
SECTION 6.8.  Collection Suit by Trustee............................................57
</Table>



                                      -ii-
<PAGE>


<Table>
<Caption>
                                                                                  Page
                                                                                  ----
<S>           <C>                                                                 <C>
SECTION 6.9.  Trustee May File Proofs of Claim......................................57
SECTION 6.10. Priorities............................................................58
SECTION 6.11. Undertaking for Costs.................................................58

                                     ARTICLE 7

                                      TRUSTEE

SECTION 7.1.  Duties of Trustee.....................................................59
SECTION 7.2.  Rights of Trustee.....................................................60
SECTION 7.3.  Individual Rights of Trustee..........................................61
SECTION 7.4.  Trustee's Disclaimer..................................................61
SECTION 7.5.  Notice of Defaults....................................................61
SECTION 7.6.  Reports by Trustee to Holders.........................................62
SECTION 7.7.  Compensation and Indemnity............................................62
SECTION 7.8.  Replacement of Trustee................................................63
SECTION 7.9.  Successor Trustee or Agent by Merger, Etc.............................64
SECTION 7.10. Eligibility; Disqualification.........................................64
SECTION 7.11. Preferential Collection of Claims Against Company.....................64

                                     ARTICLE 8

                             DISCHARGE OF INDENTURE

SECTION 8.1.  Defeasance and Discharge of This Indenture and the Securities.........64
SECTION 8.2.  Legal Defeasance and Discharge........................................65
SECTION 8.3.  Covenant Defeasance...................................................65
SECTION 8.4.  Conditions to Legal or Covenant Defeasance............................66
SECTION 8.5.  Deposited Cash and U.S. Government Obligations to be Held in
                   Trust; Other Miscellaneous Provisions............................67
SECTION 8.6.  Repayment to Company..................................................68
SECTION 8.7.  Reinstatement.........................................................68

                                     ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1.  Without Consent of Holders............................................69
SECTION 9.2.  With Consent of Holders...............................................70
SECTION 9.3.  Compliance with TIA...................................................71
SECTION 9.4.  Revocation and Effect of Consents.....................................71
SECTION 9.5.  Notation on or Exchange of Securities.................................72
SECTION 9.6.  Trustee to Sign Amendments, Etc.......................................72
</Table>


                                     -iii-
<PAGE>


<Table>
<Caption>
                                                                                  Page
                                                                                  ----
<S>           <C>                                                                 <C>
                                     ARTICLE 10

                                     GUARANTEE

SECTION 10.1.  Guarantee............................................................72
SECTION 10.2.  Execution and Delivery of Guarantee..................................74
SECTION 10.3.  Future Subsidiary Guarantors.........................................74
SECTION 10.4.  Guarantor May Consolidate, Etc. on Certain Terms.....................75
SECTION 10.5.  Release of Guarantors................................................76
SECTION 10.6.  Certain Bankruptcy Events............................................76

                                     ARTICLE 11

                                   MISCELLANEOUS

SECTION 11.1.  TIA Controls.........................................................77
SECTION 11.2.  Notices..............................................................77
SECTION 11.3.  Communication by Holders With Other Holders..........................78
SECTION 11.4.  Certificate and Opinion as to Conditions Precedent...................78
SECTION 11.5.  Statements Required in Certificate or Opinion........................78
SECTION 11.6.  Rules by Trustee and Agents..........................................79
SECTION 11.7.  Legal Holidays.......................................................79
SECTION 11.8.  No Personal Liability of Directors, Officers,
                    Employees, Incorporator and Stockholders. ......................79
SECTION 11.9.  Duplicate Originals..................................................79
SECTION 11.10. Governing Law........................................................79
SECTION 11.11. No Adverse Interpretation of Other Agreements........................80
SECTION 11.12. Successors...........................................................80
SECTION 11.13. Severability.........................................................80
SECTION 11.14. Counterpart Originals................................................80
SECTION 11.15. Table of Contents, Headings, Etc.....................................80

EXHIBIT A      Form of Security....................................................A-1
EXHIBIT B      Form of Certificate of Transfer.....................................B-1
EXHIBIT C      Form of Certificate of Exchange.....................................C-1
EXHIBIT D      Form of Certificate of Acquiring Institutional Accredited Investor..D-1
</Table>






                                      -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).........................................................   7.8; 7.10
       (c).........................................................   N.A.
311    (a).........................................................   7.11
       (b).........................................................   7.11
       (c).........................................................   N.A.
312    (a).........................................................   2.5
       (b).........................................................   11.3
       (c).........................................................   11.3
313    (a).........................................................   7.6
       (b)(1)......................................................   N.A.
       (b)(2)......................................................   7.6
       (c).........................................................   7.6; 11.2
       (d).........................................................   7.6
314    (a).........................................................   4.3; 11.2
       (b).........................................................   N.A.
       (c)(1)......................................................   11.4
       (c)(2)......................................................   11.4
       (c)(3)......................................................   N.A.
       (d).........................................................   N.A.
       (e).........................................................   11.5
       (f).........................................................   N.A.
315    (a).........................................................   7.1(ii)
       (b).........................................................   7.5; 11.2
       (c).........................................................   7.1(i)
       (d).........................................................   7.1(iii)
       (e).........................................................   6.11
316    (a)(last sentence)..........................................   2.9
       (a)(1)(A)...................................................   6.5
       (a)(1)B)....................................................   6.4
       (a)(2)......................................................   N.A.
       (b).........................................................   6.7
       (c).........................................................   2.13; 9.4
317    (a)(1)......................................................   6.8
       (a)(2)......................................................   6.9
       (b).........................................................   2.4
318    (a).........................................................   11.1
       (b).........................................................   N.A.
       (c).........................................................   11.1
</Table>

----------
N.A. means not applicable.
* THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.



<PAGE>



         INDENTURE dated as of April 25, 2001, among Beverly Enterprises, Inc.,
a Delaware corporation (the "Company"), the corporations listed on the signature
page hereto (the "Guarantors") and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").

         Each party hereto agrees as follows for the benefit of each other party
and for the equal and ratable benefit of the Holders of the 9 5/8% Senior Notes
due 2009 (the "Securities"):


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.1. Definitions.

         "Acquired Debt" means, with respect to any specified Person, (i)
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 (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

         "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; provided that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.

         "Agent" means any Registrar or Paying Agent.

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

         "Asset Sale" means (i) 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 assets of the Company and its Subsidiaries taken as a
whole will be governed by Section 4.13 and/or Section 5.1 hereof and not by
Section 4.10 hereof), and (ii) the issuance or sale by the Company or any of its
Subsidiaries of Equity Interests of any of the Company's Subsidiaries, in the
case of either clause (i) or (ii), whether in a single transaction or a series
of related transactions (a) that have a fair market value in excess of $10
million or (b) for net proceeds in excess of $10.0 million. Notwithstanding the
foregoing: (a) a transfer of assets by the Company to a Subsidiary or by a


<PAGE>
                                      -2-


Subsidiary to the Company or to another Subsidiary, (b) an issuance of Equity
Interests by a Subsidiary to the Company or to another Subsidiary, (c) a
Restricted Payment that is permitted by Section 4.7 hereof and (d) a Nursing
Facility Swap shall not be deemed to be an Asset Sale.

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

         "Board of Directors" means the Board of Directors of the Company or any
authorized committee thereof.

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

         "Capital Lease" means, at the time any determination thereof is to be
made, any lease of property, real or personal, in respect of which the present
value of the minimum rental commitment would be capitalized on a balance sheet
of the lessee in accordance with GAAP.

         "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 (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership, partnership
interests (whether general or limited) and (iv) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.

         "cash" means such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts.

         "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than one year from the date of acquisition, (iii) 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 $100.0 million, (iv) repurchase obligations
with a term of not more than seven days for underlying securities of the types
described in clauses (ii) and (iii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above, (v)
commercial paper having the highest rating obtainable from Moody's or S&P and in
each case maturing within one year after the date of acquisition, and (vi)
investments in money market funds which invest substantially all their assets in
securities of the types described in the foregoing clauses (i) through (v).


<PAGE>
                                      -3-



         "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition, in one or a series
of related transactions, of all or substantially all of the assets of the
Company and its Subsidiaries taken as a whole to any Person or group (as such
term is used in Sections 13(d)(3) and 14(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 voting stock of the Company, (ii) the acquisition by any
Person or group, as defined above, of a direct or indirect interest in more than
50% of the voting power of the voting stock of the Company, by way of merger,
consolidation or otherwise, or (iii) the first day on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors.

         "Commission" means the Securities and Exchange Commission.

         "Company" means Beverly Enterprises, Inc., as obligor under the
Securities, unless and until a successor replaces Beverly Enterprises, Inc., in
accordance with Article 5 hereof and thereafter includes such successor.

         "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, 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 Securities.

         "Comparable Treasury Price" means, with respect to any Redemption Date,
the average of the bid and asked prices of the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, (i) 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 (ii) 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 (i)
provision for taxes based on income or profits of such Person and its
Subsidiaries for such period, to the extent such provision for taxes was
included in computing such Consolidated Net Income, plus (ii) the Fixed Charges
of such Person and its Subsidiaries for such period, to the extent that such
Fixed Charges were deducted in computing such Consolidated Net Income, plus
(iii) depreciation and amortization (including amortization of goodwill and
other intangibles) of such Person and its Subsidiaries for such period to the
extent that such depreciation and amortization were deducted in computing such
Consolidated Net Income, plus (iv) other non-cash items of such Person and its
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 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
Subsidiary was


<PAGE>
                                      -4-


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 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 Subsidiaries for
such period, on a consolidated basis; provided that, (i) the Net Income, if
positive, of any Person that is not a Subsidiary or that is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid in cash to the referent Person or a
Subsidiary thereof, (ii) the Net Income, if positive, of any Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that 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, (iii)
the Net Income of any Person acquired in a pooling of interests transaction for
any period prior to the date of such acquisition shall be excluded and (iv) the
cumulative effect of a change in accounting principles shall be excluded.

         "Consolidated Net Worth" means, with respect to any Person as of any
date, the sum of (i) the consolidated equity of the common stockholders of such
Person and its consolidated Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date with
respect to any series of preferred stock (other than Redeemable Stock), less all
write-ups (other than write-ups resulting from foreign currency translations and
write-ups of tangible assets of a going concern business made in accordance with
GAAP as a result of the acquisition of such business), subsequent to the Issue
Date, in the book value of any asset owned by such Person or a consolidated
Subsidiary of such Person, and excluding the cumulative effect of a change in
accounting principles, all as determined in accordance with GAAP.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who (i) was a member of such
Board of Directors on the Issue Date or (ii) 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 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 at the date hereof is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Trustee Administration, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as a successor Trustee may designate
from time to time by notice to the Holders and the Company).

<PAGE>
                                      -5-


         "Credit Agreement" means a credit agreement providing for revolving or
term loans and other extensions of credit to the Company and its Subsidiaries.

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

         "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 Security" means a certificated Security registered in the
name of the Holder thereof and issued in accordance with Section 2.6, in the
form of Exhibit A except that such Security shall not bear the Global Security
Legend and shall not have a schedule of exchanges of interests applicable to a
Global Security attached thereto.

         "Depositary" means, with respect to the Securities issuable or issued
in whole or in part in global form, the Person specified in Section 2.3 as the
Depositary with respect to the Securities, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "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).

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

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

         "Exchange Securities" means the 9 5/8% Senior Notes due 2009 to be
issued in exchange for the Securities pursuant to the Registration Rights
Agreement.

         "Excluded Guarantee Subsidiary" shall have the meaning specified in
Section 10.3.

         "Existing Collateral" means property or assets of the Company or its
Subsidiaries (other than any Receivables Subsidiary) that are, or since the date
of the original issuance of the 9% Senior Notes of the Company due 2006 have
been, subject to one or more Permitted Liens.

         "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 Subsidiaries incurs, assumes, guarantees, redeems or repays
any Indebtedness (other than revolving credit borrowings) or issues or redeems


<PAGE>
                                      -6-


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, (i)
acquisitions that have been made by the Company or any of its 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 (ii) the Consolidated Cash Flow and Fixed
Charges attributable to operations or businesses disposed of prior to the
Calculation Date shall be excluded.

         "Fixed Charges" means, with respect to any Person for any period, the
sum of (i) the consolidated interest expense of such Person and its 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) and (ii) the consolidated interest expense of such Person and its
Subsidiaries that was capitalized during such period, and (iii) interest
actually paid by such Person or any of its Subsidiaries under any guarantee of
Indebtedness or other obligation of any other Person and (iv) the product of (a)
all cash dividend payments (and non-cash dividend payments in the case of a
Person that is a Subsidiary) on any series of preferred stock of such Person,
times (b) a fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state and local statutory tax
rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP; provided, however, in the event that any cash
dividend payment is deductible for federal, state and/or local tax purposes, the
amount of the tax deduction relating to such cash dividend payment for such
period shall be subtracted from the Fixed Charges for such Person for such
period.

         "Future Subsidiary Guarantor" shall have the meaning specified in
Section 10.3.

         "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 Securities" means, individually and collectively, each of the
Restricted Global Securities and the Unrestricted Global Securities, in the form
of Exhibit A, issued in accordance with Section 2.1, 2.6(b)(iv), 2.6(d)(ii) or
2.6(f).

         "Global Security Legend" means the legend set forth in Section
2.6(g)(ii) which is required to be placed on all Global Securities issued under
this Indenture.

<PAGE>
                                      -7-



         "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.

         "Guarantors" means (i) the Subsidiaries designated as such on the
signature pages hereof, and their successors and assigns and (ii) Future
Subsidiary Guarantors that became Guarantors pursuant to the terms of this
Indenture, but excluding any Receivables Subsidiary or their successors, any
Persons whose guarantees have been released pursuant to the terms of this
Indenture, and any Excluded Guarantee Subsidiary.

         "Hedging Obligations" means, with respect to any Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements and interest rate collar agreements, (ii) foreign exchange
contracts or currency swap agreements and (iii) other agreements or arrangements
designed to protect such Person against fluctuations in interest rates or
currency values.

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

         "Indebtedness" means, with respect to any Person, (i) any Redeemable
Stock of such Person, (ii) 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, (iii) 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 (iv) 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.

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

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

         "Initial Securities" means the $200.0 million in aggregate principal
amount of 9 5/8% Senior Notes due 2009 of the Company issued on the Issue Date.

         "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 that is not also a QIB.

         "Interest Payment Date" means the stated due date of an installment of
interest on the Securities.

<PAGE>
                                      -8-



         "Investment" by any Person in any other Person means (without
duplication) (a) 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; (b) 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); (c) other than guarantees of
Indebtedness of the Company or any Subsidiary to the extent permitted by Section
4.9 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 April 25, 2001, the date on which the Securities are
to be originally issued hereunder.

         "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
obligated by law, regulation or executive order to remain closed.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Securities for use by such Holders
in connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset
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).

         "Maturity Date" means, when used with respect to any Security, the date
specified on such Security as the fixed date on which the final installment of
principal of such Security is due and payable (in the absence of any
acceleration thereof pursuant to the provisions of the Indenture regarding
acceleration of Indebtedness or any Change of Control Offer or Senior Asset Sale
Offer).

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

         "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


<PAGE>
                                      -9-



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 its Subsidiaries in respect of any Asset Sale,
net of the direct costs relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and sales commissions)
and any other expenses incurred or to be incurred by the Company or a Subsidiary
as a direct result of the sale of such assets (including, without limitation,
severance, relocation, lease termination and other similar expenses), taxes
actually paid or payable as a result thereof, 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 and any
reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

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

         "Non-Qualified Asset Sale" means an Asset Sale in which the Non-Cash
Consideration received by the Company or its Subsidiaries exceeds 25% of the
total consideration received in connection with such Asset Sale calculated in
accordance with clause (x), but not clause (y), of the proviso to the first
sentence in Section 4.10 hereof.

         "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 healthcare services.

         "Nursing Facility Swap" means an exchange of assets by the Company or
one or more Subsidiaries of the Company 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 and other liabilities payable under
the documentation governing any Indebtedness.

         "Officers" means 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
and any Vice President of the Company or any Subsidiary, as the case may be.

         "Officers' Certificate" means a certificate signed by two Officers, one
of whom must be the principal executive officer, principal financial officer or
principal accounting officer of the Company or any Subsidiary, as the case may
be.


<PAGE>
                                      -10-



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

         "Participant" means, with respect to the Depositary, a Person who has
an account with the Depositary.

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

         "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.

         "Permitted Liens" means (i) Liens in favor of the Company; (ii) Liens
on property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Subsidiary of the Company or becomes a
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 Subsidiary of the Company; (iii) Liens on property
existing at the time of acquisition thereof by the Company or any Subsidiary of
the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition; (iv) 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; (v)
Liens (I) existing on the Issue Date to the extent that such Liens secure
Indebtedness outstanding on the Issue Date, (II) securing Indebtedness under
clause (a) of the second paragraph of Section 4.9 or (III) on property or assets
that were subject to a Lien on the Issue Date that secure indebtedness permitted
hereunder; (vi) 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; (vii) Liens to secure
Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was
secured by a Lien permitted hereunder and that was incurred in accordance with
the provisions hereof; provided that such Liens do not extend to or cover any
property or assets of the Company or any of its Subsidiaries other than assets
or property securing the Indebtedness so refinanced or Substitute Mortgage
Collateral therefor; (viii) Liens on Substitute Mortgage Collateral; (ix)
Purchase Money Liens; (x) Liens on Medicare, Medicaid or other patient accounts
receivable of the Company or its 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 its Subsidiaries; (xi) Liens on real estate and related personal
property with a fair market value not in excess of 50% of the fair market value
of any Existing Collateral which has become free and clear of all Liens securing
Indebtedness since the date of original issuance of the 9% Senior Notes of the
Company due 2006; (xii) Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen and other Liens imposed by law incurred in the ordinary
course of business; (xiii) easements, rights-of-way, zoning restrictions,
reservations, encroachments and other similar encumbrances in respect of real
property; (xiv) any interest or title of a

<PAGE>
                                      -11-



lessor under any Capital Lease Obligation; (xv) Liens upon specific items of
inventory or equipment and proceeds of the Company or any Subsidiary securing
its obligations 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; (xvi) Liens securing
reimbursement obligations with respect to letters of credit (whether or not
issued under the Credit Agreement) otherwise permitted hereunder and issued in
connection with the purchase of inventory or equipment by the Company or any
Subsidiary in the ordinary course of business; (xvii) Liens to secure (or
encumbering deposits securing) obligations arising from warranty or contractual
service obligations of the Company or any Subsidiary, including rights of offset
and setoff; (xviii) Liens securing Acquired Debt or acquisition Indebtedness
otherwise permitted hereunder; provided that (A) the Indebtedness secured shall
not exceed the fair market value of the assets so acquired (such fair market
value to be determined in good faith by the Board of Directors of the Company at
the time of such acquisition) and (B) such Indebtedness shall be incurred, and
the Lien securing such Indebtedness shall be created, within 12 months after
such acquisition; (xix) Liens securing Hedging Obligations agreements relating
to Indebtedness otherwise permitted under this Indenture; (xx) Liens securing
stay and appeal bonds or judgment Liens in connection with any judgment not
giving rise to a Default hereunder; and (xxi) other Liens on assets of the
Company or any of its Subsidiaries securing Indebtedness that is permitted
hereunder to be outstanding having an aggregate principal amount at any one time
outstanding not to exceed $5.0 million.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Subsidiaries 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 its Subsidiaries; provided
that: (i) 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 reasonable expenses incurred in connection therewith); (ii) such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; (iii) 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 Securities on
terms at least as favorable to the Holders of Securities as those contained in
the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and (iv) if the obligor on the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is a Subsidiary that is not a Guarantor, such Permitted Refinancing Indebtedness
shall only be incurred by such Subsidiary.

         "Person" means an individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust or
unincorporated organization (including any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business).

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

<PAGE>
                                      -12-



         "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 the 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 Equity Interests" shall mean all Equity Interests of the
Company other than Redeemable Stock of the Company.

         "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.

         "Record Date" means a Record Date specified in the Securities whether
or not such Record Date is a Business Day.

         "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 Securities mature.

         "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption pursuant to Article 3 of this
Indenture and Paragraph 5 in the form of Security.

         "Redemption Price," when used with respect to any Security to be
redeemed, means the redemption price for such redemption pursuant to Paragraph 5
in the form of Security, which shall include, without duplication, in each case,
accrued and unpaid interest to the Redemption Date (subject to the provisions of
Section 3.5).

         "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


<PAGE>
                                      -13-


are available ended immediately preceding any date upon which any determination
is to be made pursuant to the terms of the Securities or this Indenture.

         "Reference Treasury Dealer" means JPMorgan, a division of Chase
Securities Inc., and its successors; provided, however, that if JPMorgan shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall 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 Initial Purchasers.

         "Related Business" means the business conducted by the Company and its
Subsidiaries as of the Issue Date and any and all health care service businesses
that in the good faith judgment of the Board of Directors of the Company 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" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, assistant treasurer,
trust officer or any other officer of the Trustee who customarily performs
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of such person's knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this
Indenture.

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

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

         "Restricted Investment" means, in one or a series of related
transactions, any Investment, other than (i) Investments in Cash Equivalents,
(ii) Investments in a Subsidiary, (iii) Investments in any Person that as a
consequence of such Investment becomes a Subsidiary, (iv) Investments existing
on the Issue Date, (v) accounts receivable, advances, loans, extensions of
credit created or acquired in the ordinary course of business, (vi) 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, (vii)
Investments made as the result of the guarantee by the Company or any of its
Subsidiaries of Indebtedness of a Person or Persons other than the Company or
any Subsidiary of the Company that is

<PAGE>
                                      -14-



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 Subsidiary to foreclose
on the pledged or mortgaged assets if the Company or such Subsidiary are
required to perform under such guarantee, and (viii) Investments in any Related
Business; provided, however, that a merger of another Person with or into the
Company or a Guarantor shall not be deemed to be a Restricted Investment so long
as the surviving entity is the Company or a direct wholly owned Guarantor.

         "Restricted Securities" means any Restricted Definitive Securities and
any Restricted Global Security.

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

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

         "S&P" means Standard & Poor's, a division of The McGraw Hill Companies,
and its successors.

         "Securities" means, collectively, the Securities (including, without
limitation, the Initial Securities) issued hereunder and the Exchange
Securities, treated as a single class of securities, as amended or supplemented
from time to time in accordance with the terms hereof, that are issued pursuant
to this Indenture.

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

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

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

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

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

<PAGE>
                                      -15-



         "Subsidiary" means, with respect to any Person, (i) 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 (ii) 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 of one or more
Subsidiaries of such Person (or any combination thereof).

         "Substitute Mortgage Collateral" means real estate and related personal
property on which Liens are created in substitution for the release of Liens on
other real estate and related personal property ("Initial Liens"); provided,
that (i) such Initial Liens were permitted hereunder, (ii) the fair market value
of the Substitute Mortgage Collateral (as conclusively evidenced by an Officers'
Certificate delivered to the Trustee within 60 days prior to the date of such
substitution of collateral) is substantially equivalent to or less than the fair
market value of the property subject to the released Initial Liens and (iii) the
Indebtedness secured by the Liens on Substitute Mortgage Collateral is permitted
hereunder.

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Section 77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA, except as provided in Section 9.3 hereof; provided,
however, that, in the event the Trust Indenture Act of 1939 is amended after
such date, "TIA" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939, as so amended.

         "Transfer Restriction" means, with respect to the Company's
Subsidiaries, any encumbrance or restriction on the ability of any Subsidiary
(other than a Receivables Subsidiary) to (i)(a) pay dividends or make any other
distributions to the Company or any of its Subsidiaries (1) on its Capital Stock
or (2) with respect to any other interest or participation in, or measured by,
its profits, or (b) pay any Indebtedness owed to the Company or any of its
Subsidiaries, (ii) make loans or advances to the Company or any of its
Subsidiaries, or (iii) transfer any of its properties or assets to the Company
or any of its Subsidiaries.

         "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 above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "U.S. Government Obligations" means direct noncallable obligations of,
or noncallable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

<PAGE>
                                      -16-



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

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

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, 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 (ii) the then outstanding principal
amount of such Indebtedness.

SECTION 1.2. Other Definitions.

<Table>
<Caption>
                                                               DEFINED IN
TERM                                                            SECTION
----                                                           ----------
<S>                                                            <C>

"Affiliate Transaction"                                           4.11
"Change of Control Offer"                                         4.13
"Change of Control Payment"                                       4.13
"Change of Control Payment Date"                                  4.13
"Commencement Date"                                               2.15
"Covenant Defeasance"                                             8.3
"Event of Default"                                                6.1
"Excess Proceeds"                                                 4.10
"Guarantee"                                                       10.1
"incur"                                                           4.9
"Legal Defeasance"                                                8.2
"Notice of Default"                                               6.1
"Offer Amount"                                                    2.15
"Offer Period"                                                    2.15
"Paying Agent"                                                    2.3
"Purchase Date"                                                   2.15
"Purchase Price"                                                  4.10
"Registrar"                                                       2.3
"Restricted Payments"                                             4.7
"Senior Asset Sale Offer"                                         4.10
</Table>


<PAGE>
                                      -17-


SECTION 1.3. Incorporation By Reference of TIA.

         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 Securities;

                  "Indenture Security Holder" means a Holder;

                  "Indenture to be Qualified" means this Indenture;

                  "Indenture Trustee" or "Institutional Trustee" means the
                  Trustee;

                  "Obligor" on the Securities means the Company, any Guarantor
                  and any successor obligor upon the Securities.

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

SECTION 1.4. Rules of Construction.

         Unless the context otherwise requires:

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

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

         (3)      "or" is not exclusive;

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

         (5)      provisions apply to successive events and transactions;

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

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


<PAGE>
                                      -18-



                                    ARTICLE 2

                  THE SECURITIES; OFFER TO PURCHASE PROCEDURES


SECTION 2.1. Form and Dating.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture. The Securities may have
notations, legends or endorsements approved as to form by the Company and
required by law, stock exchange rule, agreements to which the Company is subject
or usage. The terms and provisions contained in the Securities shall constitute,
and are hereby expressly made, a part of this Indenture and to the extent
applicable, the Company, the Guarantors and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. Each Security shall be dated the date of its authentication.
The Securities shall be issuable only in registered form, without coupons, in
denominations of $1,000 and integral multiples thereof.

         Global Securities; Definitive Securities. Securities issued in global
form shall be substantially in the form of Exhibit A (including the Global
Securities Legend thereon). Notes issued in definitive form shall be
substantially in the form of Exhibit A (but without the Global Security Legend
thereon). Each Global Security shall represent such of the outstanding
Securities as shall be specified therein and shall provide that it shall
represent the aggregate principal amount of outstanding Securities from time to
time endorsed thereon and that the aggregate principal amount of outstanding
Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Security to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Securities represented thereby shall be made by
the Trustee or the Security Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.6.

SECTION 2.2. Execution and Authentication.

         Two Officers of the Company shall sign the Securities for the Company
by manual or facsimile signature. The Company's seal shall be reproduced on the
Securities and may be in facsimile form.

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

         A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature of the Trustee shall be conclusive
evidence that the Security has been authenticated under this Indenture. The form
of Trustee's certificate of authentication to be borne by the Securities shall
be substantially as set forth in Exhibit A hereto.

         The Trustee shall, upon a written order of the Company signed by two
Officers of the Company, initially authenticate Securities for original issue up
to the aggregate principal amount stated in


<PAGE>
                                      -19-


paragraph 4 of the Securities. The aggregate principal amount of Securities
outstanding at any time shall not exceed the amount set forth herein except as
provided in Section 2.8 hereof.

         The Securities shall be issued only in fully registered form, without
coupons and only in denominations of $1,000 and any integral multiple thereof.
All Securities issued under this Indenture shall vote and consent together on
all matters as one class and no series of Securities will have the right to vote
or consent as a separate class on any matter.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. The Company agrees to pay to each
authenticating agent from time to time reasonable compensation under this
Section 2.2. Unless limited by the terms of such appointment, an authenticating
agent may authenticate Securities whenever the Trustee may do so. Each reference
in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as an Agent to deal with
the Company or an Affiliate of the Company.

SECTION 2.3. Registrar and Paying Agent.

         The Company shall maintain (i) an office or agency where Securities may
be presented for registration of transfer or for exchange (including any
co-registrar, the "Registrar") and (ii) an office or agency where Securities may
be presented for payment (the "Paying Agent"). The Registrar shall keep a
register of the Securities and of their transfer and exchange. The Company may,
from time to time, appoint one or more co-registrars and one or more additional
paying agents. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent or Registrar without prior notice to any
Holder. The Company shall notify the Trustee and the Trustee shall notify the
Holders of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar. The Company shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture, which shall
incorporate the provisions of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such Agent. The Company shall notify
the Trustee of the name and address of any such Agent. If the Company fails to
maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the
Trustee shall act as such, and shall be entitled to appropriate compensation in
accordance with Section 7.7 hereof.

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

         The Company initially appoints the Trustee as Registrar, Paying Agent,
Securities Custodian and agent for service of notices and demands in connection
with the Global Securities.

SECTION 2.4. Paying Agent to Hold Money in Trust.

         Prior to 12:00 p.m. on the due date of principal of, premium, if any,
and interest on any Securities, the Company shall deposit with the Trustee or
the Paying Agent money sufficient to pay such principal, premium, if any, and
interest becoming due. The Company shall require each Paying Agent

<PAGE>
                                      -20-



other than the Trustee to agree in writing that the Paying Agent shall hold in
trust for the benefit of the Holders or the Trustee all money held by the Paying
Agent for the payment of principal of, premium, if any, and interest on the
Securities, and shall 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) shall
have no further liability for the money delivered to the Trustee. If the Company
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent.

SECTION 2.5. Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each Interest Payment Date and at such other times as the
Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Holders, including
the aggregate principal amount of the Securities held by each thereof, and the
Company shall otherwise comply with TIA Section 312(a).

SECTION 2.6. Transfer and Exchange.

         (a) Transfer and Exchange of Global Securities. A Global Security may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global
Securities will be exchanged by the Company for Definitive Securities if (i) the
Company delivers to the Trustee notice from the Depositary that it is unwilling
or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depositary is not appointed by the Company within 90 days after the date of such
notice from the Depositary, (ii) the Company in its sole discretion determines
that the Global Securities (in whole but not in part) should be exchanged for
Definitive Securities and delivers a written notice to such effect to the
Trustee or (iii) an Event of Default has occurred and is continuing. Upon the
occurrence of any of the events described in clause (i), (ii) or (iii) above,
Definitive Securities shall be issued in such names as the Depositary shall
instruct the Trustee. Global Securities also may be replaced or exchanged, in
whole or in part, as provided in Sections 2.7 and 2.10. Every Security
authenticated and delivered in lieu of, or in exchange for, a Global Security or
any portion thereof, pursuant to this Section 2.6 or Section 2.7 or 2.10, shall
be authenticated and delivered in the form of, and shall be, a Global Security.
A Global Security may not be exchanged for another Security other than as
provided in this Section 2.6(a); however, beneficial interests in a Global
Security may be transferred and exchanged as provided in Section 2.6(b),(c) or
(f).

         (b) Transfer and Exchange of Beneficial Interests in the Global
Securities. The transfer and exchange of beneficial interests in the Global
Securities shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial

<PAGE>
                                      -21-



interests in the Restricted Global Securities shall be subject to restrictions
on transfer set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Securities also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
                           Security. Beneficial interests in any Restricted
                           Global Security may be transferred to Persons who
                           take delivery thereof in the form of a beneficial
                           interest in the same Restricted Global Security in
                           accordance with the transfer restrictions set forth
                           in the Private Placement Legend. Beneficial interests
                           in any Unrestricted Global Security may be
                           transferred to Persons who take delivery thereof in
                           the form of a beneficial interest in an Unrestricted
                           Global Security. No written orders or instructions
                           shall be required to be delivered to the Registrar to
                           effect the transfers described in this Section
                           2.6(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
                           Interests in Global Securities. In connection with
                           all transfers and exchanges of beneficial interests
                           that are not subject to Section 2.6(b)(i) above, the
                           transferor of such beneficial interest must deliver
                           to the Depositary either (A) (1) a written order from
                           a Participant or an Indirect Participant given to the
                           Depositary in accordance with the Applicable
                           Procedures directing the Depositary to credit or
                           cause to be credited a beneficial interest in another
                           Global Security in an amount equal to the beneficial
                           interest to be transferred or exchanged and (2)
                           instructions given in accordance with the Applicable
                           Procedures containing information regarding the
                           Participant account to be credited with such
                           increase, or (B) (1) a written order from a
                           Participant or an Indirect Participant given to the
                           Depositary in accordance with the Applicable
                           Procedures directing the Depositary to cause to be
                           issued a Definitive Security in an amount equal to
                           the beneficial interest to be transferred or
                           exchanged and (2) instructions given by the
                           Depositary to the Registrar containing information
                           regarding the Person in whose name such Definitive
                           Security shall be registered to effect the transfer
                           or exchange referred to in (1) above. Upon
                           consummation of an Exchange Offer by the Company in
                           accordance with Section 2.6(f), the requirements of
                           this Section 2.6(b)(ii) shall be deemed to have been
                           satisfied upon receipt by the Registrar of the
                           instructions contained in the Letter of Transmittal
                           delivered by the Holder of such beneficial interests
                           in the Restricted Global Securities. Upon
                           satisfaction of all of the requirements for transfer
                           or exchange of beneficial interests in Global
                           Securities contained in this Indenture and the
                           Securities or otherwise applicable under the
                           Securities Act, the Trustee shall adjust the
                           principal amount of the relevant Global Security(ies)
                           pursuant to Section 2.6(h).

                  (iii)    Transfer of Beneficial Interests to Another
                           Restricted Global Security. A beneficial interest in
                           any Restricted Global Security may be transferred to
                           a Person who takes delivery thereof in the form of a
                           beneficial interest in

<PAGE>
                                      -22-


                           another Restricted Global Security if the transfer
                           complies with the requirements of Section 2.6(b)(ii)
                           above and the Registrar receives the following:

                           (A)      if such Security is being transferred to a
                                    QIB in accordance with Rule 144A, then the
                                    transferor must deliver a certificate in the
                                    form of Exhibit B, including the
                                    certifications in item (1) thereof;

                           (B)      if such Security is being transferred
                                    pursuant to an exemption from registration
                                    in accordance with Regulation S under the
                                    Securities Act, then the transferor must
                                    deliver a certificate in the form of Exhibit
                                    B, including the certifications in item (2)
                                    thereof; or

                           (C)      if such Security is being transferred
                                    pursuant to an exemption from registration
                                    other than Rule 144A or Regulation S, then
                                    the transferor must deliver a certificate in
                                    the form of Exhibit B, including the
                                    certifications, certificates and Opinion of
                                    Counsel in form reasonably acceptable to the
                                    Company and the Registrar required by item
                                    (3)(d) thereof, if applicable.

                  (iv)     Transfer and Exchange of Beneficial Interests in a
                           Restricted Global Security for Beneficial Interests
                           in the Unrestricted Global Security. A beneficial
                           interest in any Restricted Global Security may be
                           exchanged by any holder thereof for a beneficial
                           interest in an Unrestricted Global Security or
                           transferred to a Person who takes delivery thereof in
                           the form of a beneficial interest in an Unrestricted
                           Global Security if the exchange or transfer complies
                           with the requirements of Section 2.6(b)(ii) above
                           and:

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

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

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

                           (D)      the Registrar receives the following:

<PAGE>
                                      -23-



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

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

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

                  If any such transfer is effected pursuant to subparagraph (B)
         or (D) above at a time when an Unrestricted Global Security has not yet
         been issued, the Company shall issue and, upon receipt of a written
         authentication order from the Company in accordance with Section 2.2,
         the Trustee shall authenticate one or more Unrestricted Global
         Securities in an aggregate principal amount equal to the aggregate
         principal amount of beneficial interests transferred pursuant to
         subparagraph (B) or (D) above.

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

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

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

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

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

<PAGE>
                                      -24-



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

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

                           (E)      if such beneficial interest is being
                                    transferred to an Institutional Accredited
                                    Investor in reliance on an exemption from
                                    the registration requirements of the
                                    Securities Act other than those listed in
                                    subparagraph (B), (C) or (D) above, a
                                    certificate to the effect set forth in
                                    Exhibit B, including the certifications,
                                    certificates and Opinion of Counsel in form
                                    reasonably acceptable to the Company and the
                                    Registrar required by item (3)(d) thereof,
                                    if applicable;

                           (F)      if such beneficial interest is being
                                    transferred to the Company or any of its
                                    Subsidiaries, a certificate to the effect
                                    set forth in Exhibit B, including the
                                    certifications in item (3)(b) thereof; or

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

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Security to be reduced accordingly pursuant to
         Section 2.6(h), and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Security in the appropriate principal amount. Any Definitive
         Security issued in exchange for a beneficial interest in a Restricted
         Global Security pursuant to this Section 2.6(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive
         Securities to the Persons in whose names such Securities are so
         registered. Any Definitive Security issued in exchange for a beneficial
         interest in a Restricted Global Security pursuant to this Section
         2.6(c)(i) shall bear the Private Placement Legend and shall be subject
         to all restrictions on transfer contained therein.

                  (ii)     Beneficial Interests in Restricted Global Securities
                           to Unrestricted Definitive Securities. A holder of a
                           beneficial interest in a Restricted Global Security
                           may exchange such beneficial interest for an
                           Unrestricted Definitive Security


<PAGE>
                                      -25-



                           or may transfer such beneficial interest to a Person
                           who takes delivery thereof in the form of an
                           Unrestricted Definitive Security only if:

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

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

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

                           (D)      the Registrar receives the following:

                  (1) if the holder of such beneficial interest in a Restricted
         Global Security proposes to exchange such beneficial interest for a
         Definitive Security that does not bear the Private Placement Legend, a
         certificate from such holder in the form of Exhibit C, including the
         certifications in item (1)(b) thereof; or

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

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

                  (iii)    Beneficial Interests in Unrestricted Global
                           Securities to Unrestricted Definitive Securities. If
                           any holder of a beneficial interest in an
                           Unrestricted Global Security proposes to exchange
                           such beneficial interest for a Definitive Security or
                           to transfer such beneficial interest to a Person who
                           takes delivery thereof in the form of a Definitive
                           Security, then, upon satisfaction of the conditions
                           set forth in Section 2.6(b)(ii), the Trustee shall
                           cause the aggregate principal amount of the
                           applicable Global Security to be reduced accordingly
                           pursuant to Section 2.6(h), and the Company shall
                           execute and the Trustee

<PAGE>
                                      -26-



                           shall authenticate and deliver to the Person
                           designated in the instructions a Definitive Security
                           in the appropriate principal amount. Any Definitive
                           Security issued in exchange for a beneficial interest
                           pursuant to this Section 2.6(c)(iii) shall be
                           registered in such name or names and in such
                           authorized denomination or denominations as the
                           holder of such beneficial interest shall instruct the
                           Registrar through instructions from the Depositary
                           and the Participant or Indirect Participant. The
                           Trustee shall deliver such Definitive Securities to
                           the Persons in whose names such Securities are so
                           registered. Any Definitive Security issued in
                           exchange for a beneficial interest pursuant to this
                           Section 2.6(c)(iii) shall not bear the Private
                           Placement Legend.

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

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

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

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

                           (C)      if such Restricted Definitive Security is
                                    being transferred to a Non-U.S. Person in an
                                    offshore transaction in accordance with
                                    Regulation S under the Securities Act, a
                                    certificate to the effect set forth in
                                    Exhibit B, including the certifications in
                                    item (2) thereof;

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

                           (E)      if such Restricted Definitive Security is
                                    being transferred to an Institutional
                                    Accredited Investor in reliance on an
                                    exemption from the registration requirements
                                    of the Securities Act other than those
                                    listed in subparagraph (B), (C) or (D)
                                    above, a certificate to the effect set

<PAGE>
                                      -27-



                                    forth in Exhibit B, including the
                                    certifications, certificates and Opinion of
                                    Counsel required by item (3)(d) thereof, if
                                    applicable;

                           (F)      if such Restricted Definitive Security is
                                    being transferred to the Company or any of
                                    its Subsidiaries, a certificate to the
                                    effect set forth in Exhibit B, including the
                                    certifications in item (3)(b) thereof; or

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

         the Trustee shall cancel the Restricted Definitive Security, increase
         or cause to be increased the aggregate principal amount of the
         appropriate Restricted Global Security.

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

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

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

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

                           (D)      the Registrar receives the following:

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

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

<PAGE>
                                      -28-


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

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.6(d)(ii), the Trustee shall cancel the
         Definitive Securities and increase or cause to be increased the
         aggregate principal amount of the Unrestricted Global Security.

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

                  If any such exchange or transfer from a Definitive Security to
         a beneficial interest is effected pursuant to subparagraph (ii)(B),
         (ii)(D) or (iii) above at a time when an Unrestricted Global Security
         has not yet been issued, the Company shall issue and, upon receipt of
         an authentication order in accordance with Section 2.2, the Trustee
         shall authenticate one or more Unrestricted Global Securities in an
         aggregate principal amount equal to the principal amount of Definitive
         Securities so transferred.

         (e) Transfer and Exchange of Definitive Securities for Definitive
Securities. Upon request by a Holder of Definitive Securities and such Holder's
compliance with the provisions of this Section 2.6(e), the Registrar shall
register the transfer or exchange of Definitive Securities. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.6(e).

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

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

<PAGE>
                                      -29-



                           (B)      if the transfer will be made pursuant to
                                    Regulation S, then the transferor must
                                    deliver a certificate in the form of Exhibit
                                    B, including the certifications in item (2)
                                    thereof;

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

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

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

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

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

                           (D)      the Registrar receives the following:

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

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

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar or the Company so requests, an Opinion of
                  Counsel in form reasonably acceptable to the Registrar and the
                  Company to the effect that such exchange or transfer is in
                  compliance with the Securities Act and that the restrictions
                  on transfer contained herein and in the

<PAGE>
                                      -30-


                  Private Placement Legend are no longer required in order to
                  maintain compliance with the Securities Act.

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

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.2, the
Trustee shall authenticate (i) one or more Unrestricted Global Securities in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Securities tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Securities and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Definitive
Securities in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Securities accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such Securities, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Securities to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Securities so accepted Definitive Securities in the appropriate principal
amounts.

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

                    (i)    Private Placement Legend.

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

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS
         OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY
         INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
         TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
         ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
         OR NOT SUBJECT TO, SUCH REGISTRATION.

<PAGE>
                                      -31-



                  THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES
         ON ITS OWN BEHALF AND ON THE BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
         IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
         SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
         THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
         THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS
         THE OWNER OF THIS SECURITY (OR ANY PREDECESSR OF SUCH SECURITY), ONLY
         (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
         BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
         THE SECURITIES ARE ELEGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
         INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
         THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
         INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
         MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT
         OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
         UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
         WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
         SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING
         THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
         INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL
         AMOUNT OF THE SECURITIES OF $250,000 OF SECURITIES, FOR INVESTMENT
         PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH
         ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
         ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
         SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR
         TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F)
         TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
         OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
         REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
         TERMINATION DATE."

                           (B)      Notwithstanding the foregoing, any Global
                                    Security or Definitive Security issued
                                    pursuant to subparagraph (b)(iv), (c)(iii),
                                    (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
                                    of this Section 2.6 (and all Securities
                                    issued in exchange therefor or substitution
                                    thereof) shall not bear the Private
                                    Placement Legend.

                  (ii)     Global Security Legend. Each Global Security shall
                           bear a legend in substantially the following form:

<PAGE>
                                      -32-



         "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS SECURITY) 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 2.6 OF THE
         INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT
         IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL
         SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
         SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE
         TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
         THE COMPANY."

         (h) Cancellation and/or Adjustment of Global Securities. At such time
as all beneficial interests in a particular Global Security have been exchanged
for Definitive Securities or a particular Global Security has been redeemed,
repurchased or canceled in whole and not in part, each such Global Security
shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.11. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for or transferred to a Person who will take
delivery thereof in the form of a beneficial interest in another Global Security
or for Definitive Securities, the principal amount at maturity of Securities
represented by such Global Security shall be reduced accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

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

                  (ii)     No service charge shall be made to a holder of a
                           beneficial interest in a Global Security or to a
                           Holder of a Definitive Security for any registration
                           of transfer or exchange, but the Company may require
                           payment of a sum sufficient to cover any transfer tax
                           or similar governmental charge payable in connection
                           therewith (other than any such transfer taxes or
                           similar governmental charge payable upon exchange or
                           transfer pursuant to Sections 2.2, 2.10, 3.6, 3.9,
                           4.10, 4.15 and 9.5).

                  (iii)    The Registrar shall not be required (A) to register
                           the transfer of or to exchange any Securities during
                           a period beginning at the opening of business 15 days
                           before the day of the mailing of notice of redemption
                           under Section 3.3

<PAGE>
                                      -33-


                           and ending at the close of business on such day, or
                           (B) to register the transfer of or exchange any
                           Security selected for redemption in whole or in part
                           pursuant to Article 3, except the unredeemed portion
                           of any Security being redeemed in part.

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

                    (v)    The Company shall not be required (A) to issue, to
                           register the transfer of or to exchange any
                           Securities during a period beginning at the opening
                           of business 15 days before the day of the mailing of
                           notice of redemption under Section 3.3 and ending at
                           the close of business on such day, or (B) to register
                           the transfer of or to exchange any Security selected
                           for redemption in whole or in part, except the
                           unredeemed portion of any Security being redeemed in
                           part.

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

                  (vii)    The Trustee shall authenticate Global Securities and
                           Definitive Securities in accordance with the
                           provisions of Section 2.2.

                 (viii)    All certifications, certificates and Opinions of
                           Counsel required to be submitted to the Registrar
                           pursuant to this Section 2.6 to effect a registration
                           of transfer or exchange may be submitted by
                           facsimile.

         When Securities are presented to the Registrar with a request to
register the transfer or to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met; provided,
however, that any Security presented or surrendered for registration of transfer
or exchange shall be duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar and the Trustee duly executed by
the Holder thereof or by his attorney duly authorized in writing. To permit
registrations of transfer and exchanges, the Company shall issue and the Trustee
shall authenticate Securities at the Registrar's request.

         Neither the Company nor the Registrar shall be required to (i) issue,
register the transfer of, or exchange Securities during a period beginning at
the opening of business 15 days before the day of any selection of Securities
for redemption under Section 3.3 hereof and ending at the close of business

<PAGE>
                                      -34-



on the day of selection, (ii) register the transfer of, or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part, or (iii) register the transfer or exchange
of a Security between the record date and the next succeeding Interest Payment
Date.

         No service charge shall be made to any Holder for any registration of
transfer or exchange (except as otherwise expressly permitted herein), but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than such
transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.10 or 9.5 hereof, which shall be paid by the Company).

         Prior to due presentment for registration of a transfer of any
Security, the Trustee, any Agent, the Company and any agent of the foregoing may
deem and treat the Person in whose name any Security is registered as the
absolute owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and interest on such Security and for all other
purposes whatsoever, whether or not such Security is overdue (provided, that
defaulted interest shall be paid as set forth in Section 2.12 hereof), and
neither the Trustee, any Agent nor the Company shall be affected by notice to
the contrary.

SECTION 2.7. Replacement Securities.

         If any mutilated Security is surrendered to the Trustee or the Company,
or the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Security, the Company shall, upon written request of the Holder
thereof, issue and the Trustee, upon the written order of the Company signed by
two Officers of the Company, shall authenticate a replacement Security if the
Trustee's requirements for replacements of Securities are met. If required by
the Trustee or the Company, an indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any authenticating agent from any loss which
any of them may suffer if a Security is replaced. Each of the Company and the
Trustee may charge for its expenses in replacing a Security.

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

SECTION 2.8. Outstanding Securities.

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

         If a Security is replaced pursuant to Section 2.7 hereof, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser (as

<PAGE>
                                      -35-



such term is defined in Section 8-302 of the Uniform Commercial Code as in
effect in the State of New York).

         If the principal amount of any Security is considered paid under
Section 4.1 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

         Subject to Section 2.9 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

SECTION 2.9. Treasury Securities.

         In determining whether the Holders of the required principal amount of
Securities then outstanding have concurred in any demand, direction, waiver or
consent, including any relating to any amendment, Securities owned by the
Company or any Affiliate of the Company shall be considered as though not
outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such demand, direction, waiver or consent, only
Securities that a Responsible Officer actually knows to be so owned shall be so
considered. Notwithstanding the foregoing, Securities that are to be acquired by
the Company or an Affiliate of the Company pursuant to an exchange offer, tender
offer or other agreement shall not be deemed to be owned by the Company or an
Affiliate of the Company until legal title to such Securities passes to the
Company or such Affiliate, as the case may be.

SECTION 2.10. Temporary Securities.

         Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee, upon receipt of the written order of the Company
pursuant to Section 2.2, shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company and the Trustee consider appropriate for
temporary Securities. Without unreasonable delay, the Company shall prepare and
the Trustee, upon receipt of the written order of the Company pursuant to
Section 2.2, shall authenticate definitive Securities in exchange for temporary
Securities. Until such exchange, Holders of temporary Securities shall be
entitled to all of the rights, benefits and privileges of this Indenture.

SECTION 2.11. Cancellation.

         The Company at any time may deliver Securities to the Trustee (or its
agent) for cancellation. The Registrar and Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee (or its agent) shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall dispose of all canceled Securities in accordance with its
customary procedures. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee (or its
agent) for cancellation.

<PAGE>
                                      -36-


SECTION 2.12. Defaulted Interest.

         If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, which date shall be at the earliest
practicable date but in all events at least five Business Days prior to the
related payment date, in each case at the rate provided in the Securities and in
Section 4.1 hereof. The Company shall, with the consent of the Trustee, fix or
cause to be fixed each such special record date and payment date. At least 15
days before the special record date, the Company (or, upon written request of
the Company, the Trustee, in the name of and at the expense of the Company)
shall mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

SECTION 2.13. Record Date.

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

SECTION 2.14. CUSIP Number.

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

SECTION 2.15. Offer to Purchase by Application of Excess Proceeds.

         In the event that the Company shall commence a Senior Asset Sale Offer
pursuant to Section 4.10 hereof, it shall follow the procedures specified below.

         No later than 10 days following the date on which the aggregate amount
of Excess Proceeds exceeds $25.0 million, the Company shall notify the Trustee
of such Senior Asset Sale Offer and provide the Trustee with an Officers'
Certificate setting forth, in addition to the information to be included therein
pursuant to Section 4.10 hereof, the calculations used in determining the amount
of Net Proceeds to be applied to the purchase of Securities. The Company shall
commence or cause to be commenced such Senior Asset Sale Offer on a date no
later than 20 days after such notice (the "Commencement Date").

         The Senior Asset Sale Offer shall remain open for at least 20 Business
Days after the Commencement Date relating to such Senior Asset Sale Offer and
shall remain open for no more than such 20 Business Days, except to the extent
required by applicable law (as so extended, the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall purchase the principal amount (the "Offer Amount") of
Securities required

<PAGE>
                                      -37-


to be purchased in such Senior Asset Sale Offer pursuant to Section 4.10 hereof
or, if less than the Offer Amount has been tendered, all Securities tendered in
response to the Senior Asset Sale Offer, in each case for an amount in cash
equal to the Purchase Price.

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

         On the Commencement Date of any Senior Asset Sale Offer, the Company
shall send or shall cause to be sent by first class mail, a notice to each of
the Holders at their last registered address, with a copy to the Trustee and the
Paying Agent, offering to repurchase the Securities held by such Holder pursuant
to the procedure specified in such notice. Such notice, which shall govern the
terms of the Senior Asset Sale Offer, shall contain all instructions and
materials necessary to enable the Holders to tender Securities pursuant to the
Senior Asset Sale Offer and shall state:

         (1)      that the Senior Asset Sale Offer is being made pursuant to
                  this Section 2.15 and Section 4.10 hereof and the length of
                  time the Senior Asset Sale Offer shall remain open;

         (2)      the Offer Amount, the Purchase Price and the Purchase Date;

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

         (4)      that, unless the Company defaults in the payment of the
                  Purchase Price, any Security accepted for payment pursuant to
                  the Senior Asset Sale Offer shall cease to accrue interest
                  after the Purchase Date;

         (5)      that Holders electing to have a Security purchased pursuant to
                  any Senior Asset Sale Offer shall be required to surrender the
                  Security, with the form entitled "Option of Holder to Elect
                  Purchase" on the reverse of the Security completed, to the
                  Company, a depositary, if appointed by the Company, or a
                  Paying Agent at the address specified in the notice prior to
                  the close of business on the Business Day next preceding the
                  Purchase Date;

         (6)      that Holders shall be entitled to withdraw their election if
                  the Company, depositary or Paying Agent, as the case may be,
                  receives, not later than the close of business on the Business
                  Day next preceding the termination of the Offer Period, a
                  facsimile transmission or letter setting forth the name of the
                  Holder, the principal amount of the Security the Holder
                  delivered for purchase and a statement that such Holder is
                  withdrawing his election to have such Security purchased;

         (7)      that, if the aggregate principal amount of Securities
                  surrendered by Holders exceeds the Offer Amount, the Trustee
                  shall select the Securities to be purchased on a pro rata
                  basis (with such adjustments as may be deemed appropriate by
                  the Trustee so that

<PAGE>
                                      -38-



                  only Securities in denominations of $1,000, or integral
                  multiples thereof, shall be purchased);

          (8)     that Holders whose Securities were purchased only in part
                  shall be issued new Securities equal in principal amount to
                  the unpurchased portion of the Securities surrendered; and

          (9)     the circumstances and relevant facts regarding such Asset Sale
                  and any other information that would be material to a decision
                  as to whether to tender a Security pursuant to the Senior
                  Asset Sale Offer.

         On the Purchase Date, the Company shall, to the extent lawful, (i)
accept for payment, on a pro rata basis to the extent necessary, an aggregate
principal amount equal to the Offer Amount of Securities and other Indebtedness
ranking on a parity with the Securities whose provisions require the Company to
make an offer to purchase or redeem such Indebtedness with proceeds from any
asset sales tendered pursuant to the Senior Asset Sale Offer, or if less than
the Offer Amount has been tendered, all Securities and other Indebtedness or
portions thereof so tendered, (ii) deposit with the Paying Agent an amount equal
to the Purchase Price in respect of all Securities and other Indebtedness or
portions thereof so tendered and (iii) deliver or cause to be delivered to the
Trustee the Securities and other Indebtedness so accepted together with an
Officers' Certificate stating the aggregate principal amount of Securities and
other Indebtedness or portions thereof being purchased by the Company. The
Paying Agent shall promptly mail to each Holder of Securities so tendered
payment in an amount equal to the Purchase Price for such Securities and the
Trustee shall promptly authenticate and mail (or cause to be transferred by book
entry) a new Security to such Holder equal in principal amount to any
unpurchased portion of the Securities surrendered, if any; provided that each
such new Security shall be in a principal amount of $1,000 or an integral
multiple thereof. The Company shall publicly announce the results of the Senior
Asset Sale Offer on or as soon as practicable after the Purchase Date.

         The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the purchase
of Securities and other Indebtedness as a result of the Senior Asset Sale Offer.


                                    ARTICLE 3

                                   REDEMPTION


SECTION 3.1. Right of Redemption.

         Redemption of Securities, as permitted by any provision of this
Indenture, shall be made in accordance with such provision and this Article 3.
The Company may redeem the Securities in whole or at any time or in part from
time to time at the Redemption Prices specified in the form of Security

<PAGE>
                                      -39-



attached as Exhibit A set forth therein under the caption "Optional Redemption,"
in each case (subject to the right of Holders of record on a Record Date to
receive interest due on an Interest Payment Date that is on or prior to such
Redemption Date, and subject to the provisions set forth in Section 3.5 hereof)
including accrued and unpaid interest to the Redemption Date.

SECTION 3.2. Notices to Trustee.

         If the Company elects to redeem Securities pursuant to Paragraph 5 of
the Securities, it shall notify the Trustee in writing of the Redemption Date
and the principal amount of Securities to be redeemed and whether it wants the
Trustee to give notice of redemption to the Holders.

         If the Company elects to reduce the principal amount of Securities to
be redeemed pursuant to Paragraph 5 of the Securities by crediting against any
such redemption Securities it has not previously delivered to the Trustee for
cancellation, it shall so notify the Trustee of the amount of the reduction and
deliver such Securities with such notice.

         The Company shall give each notice to the Trustee provided for in this
Section 3.2 at least 45 days before the Redemption Date (unless a shorter notice
period shall be satisfactory to the Trustee). Any such notice may be cancelled
at any time prior to notice of such redemption being mailed to any Holder and
shall thereby be void and of no effect.

SECTION 3.3. Selection of Securities to be Redeemed.

         If less than all of the Securities are to be redeemed pursuant to
Paragraph 5 thereof, the Trustee shall select the Securities to be redeemed on a
pro rata basis, by lot, by a method that complies with the requirements of any
exchange on which the Securities are listed or by such other method as the
Trustee shall determine to be fair and appropriate.

         The Trustee shall make the selection from the Securities outstanding
and not previously called for redemption and shall promptly notify the Company
in writing of the Securities selected for redemption and, in the case of any
Security selected for partial redemption, the principal amount thereof to be
redeemed. Securities in denominations of $1,000 may be redeemed only in whole.
The Trustee may select for redemption portions (equal to $1,000 or any integral
multiple thereof) of the principal of Securities that have denominations larger
than $1,000. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.

SECTION 3.4. Notice of Redemption.

         At least 30 days but not more than 60 days before a Redemption Date,
the Company shall mail or cause to be mailed a notice of redemption by first
class mail, postage prepaid, to the Trustee and each Holder whose Securities are
to be redeemed to such Holder's last address as then shown on the registry books
of the Registrar. At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. Each notice for
redemption shall identify the Securities to be redeemed and shall state:

         (1)      the Redemption Date;

<PAGE>
                                      -40-



         (2)      the Redemption Price, including the amount of accrued and
                  unpaid interest to be paid upon such redemption;

         (3)      the name, address and telephone number of the Paying Agent;

         (4)      that Securities called for redemption must be surrendered to
                  the Paying Agent at the address specified in such notice to
                  collect the Redemption Price;

         (5)      that, unless the Company defaults in its obligation to deposit
                  cash or U.S. Government Obligations which through the
                  scheduled payment of principal and interest in respect thereof
                  in accordance with their terms will provide, not later than
                  one day before the due date of any payment, cash in an amount
                  to fund the Redemption Price with the Paying Agent in
                  accordance with Section 3.6 hereof or such redemption payment
                  is otherwise prohibited, interest on Securities called for
                  redemption ceases to accrue on and after the Redemption Date
                  and the only remaining right of the Holders of such Securities
                  is to receive payment of the Redemption Price, including
                  accrued and unpaid interest to the Redemption Date, upon
                  surrender to the Paying Agent of the Securities called for
                  redemption and to be redeemed;

         (6)      if any Security is being redeemed in part, the portion of the
                  principal amount equal to the unredeemed portion thereof, of
                  such Security to be redeemed and that, on or after the
                  Redemption Date, and upon surrender of such Security, a new
                  Security or Securities in aggregate principal amount equal to
                  the unredeemed portion thereof will be issued upon
                  cancellation of the original Security;

         (7)      if less than all the Securities are to be redeemed, the
                  identification of the particular Securities (or portion
                  thereof) to be redeemed, as well as the aggregate principal
                  amount of such Securities to be redeemed and the aggregate
                  principal amount of Securities to be outstanding after such
                  partial redemption;

         (8)      the CUSIP number of the Securities to be redeemed; and

         (9)      that the notice is being sent pursuant to this Section 3.4 and
                  pursuant to the optional redemption provisions of Paragraph 5
                  of the Securities.

SECTION 3.5. Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.4,
Securities called for redemption become due and payable on the Redemption Date
and at the Redemption Price, including accrued and unpaid interest to the
Redemption Date. Upon surrender to the Trustee or Paying Agent, such Securities
called for redemption shall be paid at the Redemption Price, including interest,
if any, accrued and unpaid to the Redemption Date; provided that if the
Redemption Date is after a regular Record Date and on or prior to the Interest
Payment Date to which such Record Date relates, the accrued interest shall be
payable to the Holder of the redeemed Securities registered on the relevant
Record Date; and provided, further that if a Redemption Date is a non-Business
Day, payment shall be

<PAGE>
                                      -41-


made on the next succeeding Business Day and no interest shall accrue for the
period from such Redemption Date to such succeeding Business Day.

SECTION 3.6. Deposit of Redemption Price.

         On or prior to the Redemption Date, the Company shall deposit with the
Trustee or the Paying Agent (other than the Company or an Affiliate of the
Company) cash or U.S. Government Obligations sufficient to pay the Redemption
Price of, including accrued and unpaid interest on, all Securities to be
redeemed on such Redemption Date (other than Securities or portions thereof
called for redemption on that date that have been delivered by the Company to
the Trustee for cancellation). The Trustee or the Paying Agent shall promptly
return to the Company any cash or U.S. Government Obligations so deposited which
is not required for that purpose upon the written request of the Company.

         If the Company complies with the preceding paragraph and the other
provisions of this Article 3 and payment of the Securities called for redemption
is not otherwise prohibited, interest on the Securities to be redeemed will
cease to accrue on the applicable Redemption Date, whether or not such
Securities are presented for payment. Notwithstanding anything herein to the
contrary, if any Security surrendered for redemption in the manner provided in
the Securities shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall
continue to accrue and be paid from the Redemption Date until such payment is
made on the unpaid principal, and, to the extent lawful, on any interest not
paid on such unpaid principal, in each case at the rate and in the manner
provided in Section 4.1 hereof and the Security.

SECTION 3.7. Securities Redeemed in Part.

         Upon surrender of a Security that is to be redeemed in part, the
Company shall issue and the Trustee shall authenticate and deliver to the
Holder, at the expense of the Company, a new Security or Securities equal in
principal amount to the unredeemed portion of the Security surrendered.


                                    ARTICLE 4

                                    COVENANTS


SECTION 4.1. Payment of Securities.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Securities on the dates and in the manner provided in
this Indenture and the Securities. Principal, premium, if any, and interest
shall be considered paid on the date due if the Trustee or the Paying Agent, if
other than the Company or a Subsidiary of the Company, holds as of 10:00 a.m.
New York City Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Trustee or such Paying Agent shall return to
the Company, no later than three days following the date of payment, any money
that exceeds such amount of principal, premium, if any, and interest to be paid
on the Securities.

<PAGE>
                                      -42-


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

SECTION 4.2. 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 or Registrar) where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Securities 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 Bank of New York, Corporate Trust
Department, 101 Barclay Street, 21st Floor West, New York, New York 10286 as one
such office or agency of the Company in accordance with Section 2.3 hereof.

SECTION 4.3. Reports.

         (a) Whether or not the Company is required by the rules and regulations
of the Commission or subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, for so long as any of the Securities are outstanding,
the Company shall deliver to the Trustee, within 15 days after it files or would
have been required to file such with the Commission, annual and quarterly
financial statements equivalent to financial statements that would be required
to be contained in a report filed with the Commission on Forms 10-Q and 10-K, if
the Company were required by the rules and regulations of the Commission or
subject to the requirements of Section 13 or 15(d) of the Exchange Act,
including, with respect to annual information only, a report thereon by the
Company's certified independent public accountants as such would be required in
such reports to the Commission, and, in each case, together with a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" which
would be so required. In addition, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all such
information and reports with the Commission for public availability (unless the
Commission will not accept such a filing) and will

<PAGE>
                                      -43-



make such information available to securities analysts and prospective investors
upon request. All obligors on the Securities shall comply with the provisions of
TIA Section 314(a).

         (b) The Trustee, at the Company's expense, shall promptly mail copies
of all such annual reports, information, documents and other reports provided to
the Trustee pursuant to Section 4.3(a) hereof to the Holders at their addresses
appearing in the register of Securities maintained by the Registrar. The Company
shall provide the Trustee with a sufficient number of copies of all reports and
other documents and information that the Trustee may be required to deliver to
the Holders under this Section 4.3.

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

SECTION 4.4. Compliance Certificate; Notice of Default.

         (a) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year, an Officers' Certificate complying with Section
314(a)(4) of the TIA and 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 each 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 each entity has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action each is taking or proposes to take with
respect thereto, all without regard to periods of grace or notice requirements,
and that to the best of his or her knowledge no event has occurred and remains
in existence by reason of which payments on account of the principal of or
interest, if any, on the Securities is prohibited or if such event has occurred,
a description of the event and what action each is taking or proposes to take
with respect thereto. The Officers' Certificate shall also notify the Trustee
should the relevant fiscal year end on any date other than the current fiscal
year end date.

         (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 4.3 above shall be accompanied by a
written statement of the Company's certified 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 which would lead them to believe that the Company or any
Subsidiary of the Company has violated any provisions of Article 4 or of Article
5 of this Indenture 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.

<PAGE>
                                      -44-



         (c) The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming
actually 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. The Trustee shall not be deemed
to have knowledge of any Default or any Event of Default unless one of its
Responsible Officers receives written notice thereof from the Company or any of
the Holders.

SECTION 4.5. 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 (i) as contested in good faith by appropriate proceedings and with
respect to which appropriate reserves have been taken in accordance with GAAP or
(ii) where the failure to effect such payment is not adverse in any material
respect to the Holders.

SECTION 4.6. Stay, Extension and Usury Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (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 4.7. Limitations on Restricted Payments.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly: (i) declare or pay any dividend or make any distribution
on account of the Equity Interests of the Company or any of its Subsidiaries
(other than (x) dividends or distributions payable in Qualified Equity Interests
of the Company, (y) dividends or distributions payable to the Company or any
Subsidiary of the Company, and (z) dividends or distributions by any Subsidiary
of the Company payable to all holders of a class of Equity Interests of such
Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or
retire for value any Equity Interests of the Company or any of its Subsidiaries;
(iii) make any principal payment on, or purchase, redeem, defease or otherwise
acquire or retire for value any Subordinated Indebtedness, except at the
original final maturity date thereof; or (iv) make any Restricted Investment
(all such payments and other actions set forth in clauses (i) through (iv) 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 a resolution of the Board of
Directors set forth in an Officers' Certificate delivered to the Trustee within
60 days prior to the date of such Restricted Payment) of the asset(s) proposed
to be transferred by the Company or such Subsidiary, as the case may be,
pursuant to such Restricted Payment):

<PAGE>
                                      -45-



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

         (b) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the Reference Period immediately preceding the date of such
Restricted Payment, 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 4.9 hereof; and

         (c) such Restricted Payment, together with the aggregate of all other
Restricted Payments made by the Company and its Subsidiaries after December 31,
1995 (excluding Restricted Payments permitted by clauses (ii), (iii), (iv) and
(v) of the next succeeding paragraph), is less than the sum (without
duplication) of (1) 50% of the Consolidated Net Income of the Company for the
period (taken as one accounting period) from the beginning of the first fiscal
quarter commencing after December 31, 1995 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 (2) 100%
of the aggregate net cash proceeds received by the Company from the issue or
sale (other than to a Subsidiary of the Company) since December 31, 1995 of
Qualified Equity Interests of the Company or of debt securities of the Company
or any of its Subsidiaries that have been converted into or exchanged for such
Qualified Equity Interests of the Company, plus(3) 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 (A) the cash return of
capital with respect to such Restricted Investment (net of taxes and the cost of
disposition, if any) or (B) the initial amount of such Restricted Investment,
plus (4) $20 million. The foregoing provisions shall not prohibit the following
Restricted Payments:

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

                  (ii)     the redemption, repurchase, retirement or other
                           acquisition of any Equity Interests of the Company or
                           any Subsidiary in exchange for, or out of the net
                           cash proceeds of, the substantially concurrent sale
                           (other than to a Subsidiary of the Company) of
                           Qualified Equity Interests of the Company; 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 (c)(2) of the preceding paragraph;

                  (iii)    the defeasance, redemption or repurchase of
                           Subordinated Indebtedness 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 concurrent sale
                           (other than to a Subsidiary of the Company) of
                           Qualified Equity Interests of the Company; provided
                           that the amount of any such net cash proceeds that
                           are utilized for any such redemption, repurchase,
                           retirement or

<PAGE>
                                      -46-


                           other acquisition shall be excluded from clause
                           (c)(2) of the preceding paragraph; and

                   (iv)    any purchase or defeasance of Subordinated
                           Indebtedness 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 (1) in the case of a Change
                           of Control, has complied with its obligations under
                           the provisions described under Section 4.13 of this
                           Indenture or (2) in the case of an Asset Sale, has
                           applied the Net Proceeds from such Asset Sale in
                           accordance with the provisions under Sections 2.15
                           and 4.10 of this Indenture;

provided, however, in the case of each of clauses (ii), (iii) and (iv) of this
paragraph, no Default or Event of Default shall have occurred and 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 Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this covenant were computed.

SECTION 4.8. Limitations on Dividend and Other Payment Restrictions Affecting
             Subsidiaries.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual Transfer Restriction (other than a consensual Transfer
Restriction with respect to any Receivables Subsidiary), except for such
Transfer Restrictions existing under or by reason of:

         (a) Existing Indebtedness as in effect on the Issue Date,

         (b) this Indenture,

         (c) applicable law,

         (d) any instrument governing Indebtedness or Capital Stock of a Person
acquired by the Company or any of its Subsidiaries as in effect at the time of
such acquisition (except to the extent such Indebtedness was incurred in
connection with or in contemplation of such acquisition or in violation of
Section 4.9 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 shall not be taken into account in determining whether
such acquisition was permitted by the terms hereof 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,

         (e) customary non-assignment provisions in leases entered into in the
ordinary course of business,

<PAGE>
                                      -47-



         (f) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on the ability of any of the
Company's Subsidiaries to transfer the property so acquired to the Company or
any of its Subsidiaries,

         (g) Permitted Refinancing Indebtedness, provided that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness
are no more restrictive than those contained in the agreements governing the
Indebtedness being refinanced, or

         (h) the Credit Agreement 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 more restrictive as to Transfer
Restrictions than the Credit Agreement and related documentation as in effect on
the Issue Date.

         Nothing contained in this Section 4.8 shall prevent the Company or any
Subsidiary of the Company from creating, incurring, assuming or suffering to
exist any Permitted Liens or entering into agreements in connection therewith
that impose restrictions on the transfer or disposition of the property or
assets subject to such Permitted Liens.

SECTION 4.9. Limitations on Incurrence of Indebtedness and Issuance of Preferred
             Stock.

         The Company shall not, and shall not permit any of its 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 will not permit any of its Subsidiaries to issue
any shares of preferred stock; provided, however, that the Company and its
Subsidiaries may incur Indebtedness (including Acquired Debt) 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 2.5 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 provision shall not apply to:

         (a) the incurrence by the Company or any of its Subsidiaries of
Indebtedness pursuant to the Credit Agreement in an aggregate principal amount
at any time outstanding (with letters of credit being deemed to have a principal
amount equal to the maximum potential reimbursement obligation of the Company or
any Subsidiary with respect thereto) not to exceed an amount equal to $175.0
million;

         (b) the incurrence by the Company and the Guarantors of Indebtedness
represented by the Securities;

         (c) the incurrence by the Company or any of its Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which
are used to extend, refinance, renew,

<PAGE>
                                      -48-



replace, defease or refund, Indebtedness that was permitted by this Indenture to
be incurred (including, without limitation, Existing Indebtedness);

         (d) the incurrence by the Company or any of its Subsidiaries of
intercompany Indebtedness between or among the Company and any of its
Subsidiaries; provided that in the case of such Indebtedness of the Company,
such obligations shall be unsecured;

         (e) the incurrence by the Company or any of its 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 the terms hereof 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;

         (f) the incurrence by the Company or any of its 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 such
Subsidiary;

         (g) the incurrence by Receivables Subsidiaries of Indebtedness not to
exceed $100.0 million in the aggregate at any time outstanding; provided that
(x) the Company has received customary legal or accounting opinions (or advice
from a nationally recognized rating agency) that such Receivables Subsidiary is
"bankruptcy remote" or otherwise would not be consolidated with the Company in a
bankruptcy proceeding and that the sale of receivables to such Receivables
Subsidiary qualify as a "true sale" and (y) such Indebtedness is otherwise
non-recourse to the assets of the Company and its Subsidiaries other than a
Receivables Subsidiary; and

         (h) the incurrence by the Company or any of its 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 $100.0 million.

         For purposes of determining any particular amount of Indebtedness under
this covenant, 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 covenant, (i) 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 covenant, the Company shall classify such item of Indebtedness
and only be required to include the amount and type of such Indebtedness in one
of the categories of permitted Indebtedness described above and (ii) 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.

<PAGE>
                                      -49-



SECTION 4.10. Asset Sales.

         The Company shall not, and shall not permit any of its Subsidiaries to,
consummate an Asset Sale, unless (i) the Company (or the Subsidiary, as the case
may be) receives consideration 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 Officers' Certificate delivered to the Trustee) of
the assets or Equity Interests issued or sold or otherwise disposed of and (ii)
at least 75% of the consideration therefor received by the Company or such
Subsidiary is in the form of cash or Cash Equivalents; provided that for
purposes of this provision, (x) the amount of (A) any liabilities (as shown on
the most recent balance sheet of the Company or such Subsidiary or in the notes
thereto) of the Company or such Subsidiary (other than liabilities that are by
their terms subordinated to the Securities or the Guarantees) that are assumed
by the transferee of any such assets and (B) any securities or other obligations
received by the Company or any such Subsidiary from such transferee that are
immediately converted by the Company or such Subsidiary into cash or Cash
Equivalents (or as to which the Company or such Subsidiary has received at or
prior to the consummation of the Asset Sale a commitment (which may be subject
to customary conditions) from a nationally recognized investment, merchant or
commercial bank to convert into cash or Cash Equivalents within 90 days of the
consummation of such Asset Sale and which are thereafter actually converted into
cash or Cash Equivalents within such 90-day period) shall be deemed to be cash
or Cash Equivalents (but shall not be deemed to be Net Proceeds for purposes of
the following provisions until reduced to cash or Cash Equivalents) and (y) the
fair market value of any Non-Cash Consideration received by the Company or a
Subsidiary in any Non-Qualified Asset Sale shall be deemed to be cash to the
extent that the aggregate fair market value (as conclusively determined by
resolution of the Board of Directors set forth in any Officers' Certificate
delivered to the Trustee) 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 its Subsidiaries since the Issue Date in all
Non-Qualified Asset Sales does not exceed 6% of the Company's Stockholders'
Equity as of the date of such consummation. Notwithstanding the foregoing, to
the extent the Company or any of its 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 Subsidiary receives cash
or Cash Equivalents from a sale, repayment, exchange, redemption or retirement
of or extraordinary dividend or return of capital on such Non-Cash
Consideration.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or such Subsidiary may apply such Net Proceeds (i) 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, (ii) to make a capital expenditure or to
acquire other tangible assets, in each case, that are used or useful in any
business in which the Company is permitted to be engaged pursuant to Section
4.15 hereof or (iii) to permanently reduce Indebtedness (other than Subordinated
Indebtedness) of the Company or its Subsidiaries. Pending the final application
of any such Net Proceeds, the Company or such Subsidiary may temporarily reduce
Indebtedness or otherwise invest such Net Proceeds in any manner that is not
prohibited by the terms hereof. Any Net Proceeds from Asset Sales that are not
so invested or applied shall be deemed to constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $25 million, the Company shall make
an offer to all Holders of Securities and holders of any other Indebtedness of
the

<PAGE>
                                      -50-



Company ranking on a parity with the Securities from time to time outstanding
with similar provisions requiring the Company to make an offer to purchase or to
redeem such Indebtedness with proceeds from any Asset Sales, pro rata in
proportion to the respective principal amounts of the Securities and such other
Indebtedness then outstanding (a "Senior Asset Sale Offer") to purchase the
maximum principal amount of Securities 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 thereon, if any,
to the date of purchase (the "Purchase Price"), in accordance with the
procedures set forth in Section 2.15 hereof. To the extent that the aggregate
amount of Securities and such other Indebtedness tendered pursuant to a Senior
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 by the provisions of this Indenture. If the aggregate principal amount of
Securities and such other Indebtedness surrendered by holders thereof exceeds
the amount of Excess Proceeds, the Securities and such other Indebtedness shall
be purchased on a pro rata basis. Upon completion of a Senior Asset Sale Offer,
the amount of Excess Proceeds shall be reset at zero.

SECTION 4.11. Limitations on Transactions With Affiliates.

         The Company shall not, and shall not permit any of its Subsidiaries to,
sell, lease, transfer or otherwise dispose of any of their 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 (i)
such Affiliate Transaction is on terms that are no less favorable to the Company
or the relevant Subsidiary than those that could have been obtained in a
comparable transaction by the Company or such Subsidiary with an unrelated
Person and (ii) the Company delivers to the Trustee (a) with respect to any
Affiliate Transaction involving aggregate consideration in excess of $5.0
million, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with clause (i)
above and that such Affiliate Transaction was approved by a majority of the
disinterested members of the Board of Directors and (b) with respect to any
Affiliate Transaction involving aggregate consideration in excess of $10.0
million, an opinion as to the fairness of such Affiliate Transaction to the
Company or such Subsidiary from a financial point of view issued by an
investment banking firm of national standing; provided that (x) transactions or
payments pursuant to any employment arrangements, director or officer
indemnification agreements or employee or director benefit plans entered into by
the Company or any of its Subsidiaries in the ordinary course of business of the
Company or such Subsidiary, (y) transactions between or among the Company and/or
its Subsidiaries and (z) Restricted Payments permitted under Section 4.7 hereof,
in each case, shall not be deemed to be Affiliate Transactions.

SECTION 4.12. Limitations on Liens.

         The Company shall not, and shall not permit any of its 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 unless all payments due hereunder and under the Securities are secured
on an equal and ratable basis with the Obligations so secured until such time as
such Obligations are no longer secured by a Lien.

<PAGE>
                                      -51-


SECTION 4.13. Change of Control.

         Upon the occurrence of a Change of Control, each Holder of Securities
shall have the right to require the Company to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Securities pursuant
to the offer described below (the "Change of Control Offer") at an offer price
in cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest, if any, thereon to the date of purchase (the "Change of Control
Payment") on a date that is not more than 90 days after the occurrence of such
Change of Control (the "Change of Control Payment Date").

         Within 45 days following any Change of Control, the Company shall mail
or at the Company's request, the Trustee will mail, a notice of a Change of
Control to each Holder (at its last registered address with a copy to the
Trustee and the Paying Agent) offering to repurchase the Securities held by such
Holder pursuant to the procedures specified in such notice. The Change of
Control Offer shall remain open from the time of mailing until at least the
close of business on the third Business Day preceding the Change of Control
Payment Date. The notice, which shall govern the terms of the Change of Control
Offer, shall contain all instructions and materials necessary to enable the
Holders to tender Securities pursuant to the Change of Control Offer and shall
state:

         (1)      that the Change of Control Offer is being made pursuant to
                  this Section 4.13 and that all Securities tendered will be
                  accepted for payment;

         (2)      the Change of Control Payment and the Change of Control
                  Payment Date, which date shall be no earlier than 30 days from
                  the date such notice is mailed;

         (3)      that any Security not tendered will continue to accrue
                  interest in accordance with the terms of this Indenture;

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

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

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

<PAGE>
                                      -52-



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

         (8)      the circumstances and relevant facts regarding such Change of
                  Control and any other information that would be material to a
                  decision as to whether to tender a Security pursuant to the
                  Change of Control Offer.

         On the Change of Control Payment Date, the Company shall, to the extent
lawful, (i) accept for payment all Securities or portions thereof properly
tendered and not withdrawn pursuant to the Change of Control Offer, (ii) deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Securities or portions thereof so tendered and (iii) deliver or
cause to be delivered to the Trustee the Securities so accepted together with an
Officers' Certificate stating the aggregate principal amount of Securities or
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to each Holder of Securities so tendered the Change of Control Payment for
such Securities, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Security equal in
principal amount to any unpurchased portion of the Securities surrendered, if
any; provided that each such new Security shall be in a principal amount of
$1,000 or an integral multiple thereof. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

         The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Securities as a result of a Change of Control.

SECTION 4.14. Corporate Existence.

         Subject to Section 4.13 and 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 each
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders.

SECTION 4.15. Line of Business.

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


<PAGE>
                                      -53-



                                    ARTICLE 5

                                   SUCCESSORS


SECTION 5.1. Limitations on Mergers, Consolidations or Sales 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 properties or
assets in one or more related transactions, to another Person unless:

                  (i)      the Company is the surviving corporation 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 organized or existing under the laws of
                           the United States, any state thereof or the District
                           of Columbia;

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

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

                  (iv)     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 (A) shall have Consolidated Net
                           Worth immediately after the transaction equal to or
                           greater than the Consolidated Net Worth of the
                           Company immediately preceding the transaction and (B)
                           shall, 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, 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 4.9 hereof.

         The Company shall deliver to the Trustee prior to the consummation of
the proposed transaction an Officers' Certificate covering clauses (i) through
(iv) above and an Opinion of Counsel covering clauses (i) and (ii) 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 Officers' Certificate and Opinion of Counsel.

SECTION 5.2. Successor Corporation or Person 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

<PAGE>
                                      -54-


5.1 hereof, the successor corporation or Person formed by such consolidation or
into or with which the Company is merged or to which such sale, assignment,
transfer, lease, conveyance or other disposition is made shall succeed to, and
be substituted for (so that from and after the date of such consolidation,
merger, sale, assignment, transfer, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation or Person 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 corporation or Person had been named as the Company,
herein.


                                    ARTICLE 6

                              DEFAULTS AND REMEDIES


SECTION 6.1. Events of Default.

         Each of the following constitutes an "Event of Default":

                   (i)     default for 30 days in the payment when due of
                           interest on the Securities;

                  (ii)     default in payment when due of the principal of, or
                           premium, if any, on the Securities, at maturity or
                           otherwise;

                 (iii)     failure by the Company or any Guarantor to comply
                           with the provisions of Section 4.10 or 4.13 hereof;

                  (iv)     failure by the Company or any Guarantor for 30 days
                           after notice to comply with the provisions of Section
                           4.7 or 4.9 hereof;

                   (v)     failure by the Company or any Guarantor for 60 days
                           after notice to comply with any of its agreements in
                           this Indenture or the Securities;

                  (vi)     any default that 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 its Significant Subsidiaries (or the payment of
                           which is guaranteed by the Company or any of its
                           Significant Subsidiaries), whether such Indebtedness
                           or guarantee exists on the date hereof or is created
                           after the date hereof, 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 such
                           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 $20.0 million;

<PAGE>
                                      -55-



                  (vii)    failure by the Company or any of its Significant
                           Subsidiaries to pay a final judgment or judgments
                           aggregating in excess of $20.0 million entered by a
                           court or courts of competent jurisdiction against the
                           Company or such Significant Subsidiaries, which
                           judgment or judgments are not paid, discharged or
                           stayed for a period of 60 days;

                 (viii)    any Guarantee 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;

                   (ix)    the Company or any Significant Subsidiary thereof
                           pursuant to or within the meaning of any Bankruptcy
                           Law:

                           (a)      commences a voluntary case,

                           (b)      consents to the entry of an order for relief
                                    against it in an involuntary case in which
                                    it is the debtor,

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

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

                           (e)      admits in writing its inability generally to
                                    pay its debts as the same become due; and

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

                           (a)      is for relief against the Company or any
                                    Significant Subsidiary thereof in an in-
                                    voluntary case in which it is the debtor,

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

                           (c)      orders the liquidation of the Company or any
                                    Significant Subsidiary thereof, and the
                                    order or decree remains unstayed and in
                                    effect for 60 consecutive days.

         A Default under clause (iv) or (v) is not an Event of Default until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
aggregate principal amount of the then outstanding Securities notify the Company
and the Trustee in writing, of the Default and the Company does not cure the
Default within 30 days, with respect to a Default under clause (iv), or 60 days,
with respect to a Default under clause (v), after receipt of such notice. The
written notice must specify the Default, demand that it be remedied and state
that the notice is a "Notice of Default."

<PAGE>
                                      -56-



SECTION 6.2. Acceleration.

         If any Event of Default occurs (other than an Event of Default with
respect to the Company specified in clause (ix) or (x) of Section 6.1 hereof)
and is continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the then outstanding Securities by
written notice to the Company and the Trustee, may declare the unpaid principal
of, premium, if any, and accrued and unpaid interest on all the Securities to be
due and payable immediately. Upon such declaration the principal, premium, if
any, and interest shall be due and payable immediately. If an Event of Default
specified in clause (ix) or (x) of Section 6.1 hereof occurs with respect to the
Company such an amount shall ipso facto become and be immediately due and
payable without further action or notice on the part of the Trustee or any
Holder.

SECTION 6.3. Other Remedies.

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

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

SECTION 6.4. Waiver of Past Defaults.

         The Holders of not less than a majority in aggregate principal amount
of the Securities then outstanding by written notice to the Trustee may, on
behalf of the Holders of all of the Securities, waive any existing Default or
Event of Default and its consequences under this Indenture except a continuing
Default or Event of Default in the payment of the principal of, premium, if any,
or interest on any Security. Upon any such waiver, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

SECTION 6.5. Control by Majority.

         Holders of the Securities may not enforce this Indenture or the
Securities except as provided in this Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Securities 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 that the Trustee determines may be unduly prejudicial
to the rights of other Holders or that may involve the Trustee in personal
liability. The Trustee may take any other action which it deems proper which is
not inconsistent with any such direction.

<PAGE>
                                      -57-


SECTION 6.6. Limitation on Suits.

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

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

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

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

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

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

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

SECTION 6.7. Rights of Holders to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal, premium, if any, and interest on the
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of the Holder.

SECTION 6.8. Collection Suit by Trustee.

         If an Event of Default specified in Section 6.1(i) or (ii) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company or any other
obligor for the whole amount of principal, premium, if any, and interest
remaining unpaid on the Securities and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
amounts due the Trustee under Section 7.7 hereof, including the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9. 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

<PAGE>
                                      -58-



upon the Securities), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 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 7.7 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of any and all distributions,
dividends, money, securities and other properties which the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10. Priorities.

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

         First: to the Trustee, its agents and attorneys for amounts due under
Section 7.7, 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 Securities for
principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Securities
for principal, premium, if any, and interest, respectively; and

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

         The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10 upon five Business Days prior notice to
the Company.

SECTION 6.11. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Securities.


<PAGE>
                                      -59-


                                    ARTICLE 7

                                     TRUSTEE


SECTION 7.1. Duties of Trustee.

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

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

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

                           (b)      in the absence of bad faith on its part, the
                                    Trustee may conclusively rely, as to the
                                    truth of the statements and the correctness
                                    of the opinions expressed therein, upon
                                    certificates or opinions furnished to the
                                    Trustee and conforming to the requirements
                                    of this Indenture. However, in the case of
                                    any such certificates or opinions which by
                                    any provisions hereof are required to be
                                    furnished to the Trustee, the Trustee shall
                                    examine the certificates and opinions to
                                    determine whether or not they conform to the
                                    requirements of this Indenture.

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

                           (a)      this paragraph does not limit the effect of
                                    paragraph (ii) of this Section;

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

                           (c)      the Trustee shall not be liable with respect
                                    to any action it takes or omits to take in
                                    good faith in accordance with a direction
                                    received by it pursuant to Section 6.5
                                    hereof.

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

<PAGE>
                                      -60-



                    (v)    No provision of this Indenture shall require the
                           Trustee to expend or risk its own funds or incur any
                           liability. The Trustee may refuse to perform any duty
                           or exercise any right or power unless it receives
                           security and indemnity satisfactory to it against any
                           loss, liability or expense.

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

SECTION 7.2. Rights of Trustee.

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

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

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

                   (iv)    The Trustee shall not be liable for any action it
                           takes or omits to take in good faith which it
                           believes to be authorized or within its rights or
                           powers conferred upon it by this Indenture. A
                           permissive right granted to the Trustee hereunder
                           shall not be deemed an obligation to act.

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

                   (vi)    The Trustee shall not be charged with knowledge of
                           any Default or Event of Default with respect to the
                           Securities unless either (1) a Responsible Officer
                           shall have actual knowledge of such Default or Event
                           of Default or (2) written notice of such Default or
                           Event of Default shall have been given to the Trustee
                           by the Company, any Guarantor or any other obligor on
                           the Securities or by any Holder of the Securities.

<PAGE>
                                      -61-



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

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

                   (ix)    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 the
                           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 superceded.

SECTION 7.3. Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Securities 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. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4. Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Securities, nor shall it be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture, nor shall it be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, nor shall it be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.5. Notice of Defaults.

         The Company is required, upon becoming aware of any Default or Event of
Default, to deliver to the Trustee a statement specifying such Default or Event
of Default.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders a notice of the Default
or Event of Default within 90 days after such Default or Event of Default
occurs. Except in the case of a Default or Event of Default in payment on

<PAGE>
                                      -62-



any Security, the Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice
is in the interests of the Holders.

SECTION 7.6. Reports by Trustee to Holders.

         Within 60 days after each December 31 beginning with the December 31
following the Issue Date, the Trustee shall mail to the Holders a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

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

SECTION 7.7. Compensation and Indemnity.

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

         The Company shall indemnify the Trustee against any and all losses,
liabilities, damages, claims or expenses including taxes (other than taxes based
on the income of the Trustee) incurred by it arising out of or in connection
with the acceptance of its duties and the administration of the trusts under
this Indenture, except as set forth below. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

         In addition, the Trustee will not be under any obligation to exercise
any of its rights or powers under this Indenture at the request of any Holder of
Securities, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.

         The obligations of the Company under this Section 7.7 shall survive the
satisfaction and discharge of this Indenture.

<PAGE>
                                      -63-



         The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through its own negligence or bad
faith.

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

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(ix) or (x) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 7.8. Replacement of Trustee.

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

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

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

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

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

         (4)      the Trustee becomes incapable of acting.

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

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

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

<PAGE>
                                      -64-



         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.7 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.8, the Company's obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.9. Successor Trustee or Agent by Merger, Etc.

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

SECTION 7.10. Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any state thereof authorized under such laws to exercise corporate
trustee power, shall be subject to supervision or examination by federal or
state authority and shall have a combined capital and surplus of at least $50.0
million as set forth in its most recent published annual report of condition.

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

SECTION 7.11. Preferential Collection of Claims Against Company.

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


                                    ARTICLE 8

                             DISCHARGE OF INDENTURE


SECTION 8.1. Defeasance and Discharge of This Indenture and the Securities.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, with respect to
the Securities, elect to have either Section 8.2 or 8.3 hereof be applied to all
outstanding Securities upon compliance with the conditions set forth below in
this Article 8.

<PAGE>
                                      -65-



SECTION 8.2. Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company and the Guarantors shall be deemed
to have been discharged from their respective obligations with respect to all
outstanding Securities on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, such Legal Defeasance means
that the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Securities, which shall thereafter
be deemed to be "outstanding" only for the purposes of Section 8.5 hereof and
the other Sections of this Indenture referred to in clauses (i) and (ii) of this
Section 8.2, and to have satisfied all its other obligations under such
Securities and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Securities to
receive solely from the trust fund described in Section 8.4 hereof, and as more
fully set forth in such Section, payments in respect of the principal of,
premium, if any, and interest on such Securities when such payments are due,
(ii) the Company's obligations with respect to such Securities under Sections
2.4, 2.6, 2.7, 2.10 and 4.2 hereof, (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder, including, without limitation, the
Trustee's rights under Section 7.7 hereof, and the Company's obligations in
connection therewith and (iv) this Article 8. Upon Legal Defeasance as provided
herein, the Guarantee of each Guarantor shall be fully released and discharged
and the Trustee shall promptly execute and deliver to the Company any documents
reasonably requested by the Company to evidence or effect the foregoing. Subject
to compliance with this Article 8, the Company may exercise its option under
this Section 8.2 notwithstanding the prior exercise of its option under Section
8.3 hereof with respect to the Securities.

SECTION 8.3. Covenant Defeasance.

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company and the Guarantors shall be released
from their respective obligations under the covenants contained in Sections
2.15, 4.3, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 and Article 5
hereof with respect to the outstanding Securities on and after the date the
conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"),
and the Securities shall thereafter be deemed not "outstanding" for the purposes
of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Securities, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of a reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Sections 6.1(iii) and 6.1(iv) hereof, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby. In
addition upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, Sections 6.1(v) through 6.1(viii) hereof shall
not constitute Events of Default.

<PAGE>
                                      -66-



SECTION 8.4. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.2 or Section 8.3 hereof to the outstanding Securities:

                  (i)      The Company shall irrevocably have deposited or
                           caused to be deposited with the Trustee (or another
                           trustee satisfying the requirements of Section 7.10
                           who shall agree to comply with the provisions of this
                           Article 8 applicable to it) as trust funds in trust
                           for the purpose of making the following payments,
                           specifically pledged as security for, and dedicated
                           solely to, the benefit of the Holders of such
                           Securities, (a) cash in an amount, or (b) U.S.
                           Government Obligations which through the scheduled
                           payment of principal and interest in respect thereof
                           in accordance with their terms will provide, not
                           later than one day before the due date of any
                           payment, cash in an amount, or (c) a combination
                           thereof, in such amounts as will be sufficient, in
                           the opinion of a nationally recognized firm of
                           independent public accountants expressed in a written
                           certification thereof delivered to the Trustee, to
                           pay and discharge and which shall be applied by the
                           Paying Agent (or other qualifying trustee) to pay and
                           discharge the principal of, premium, if any, and
                           interest on such outstanding Securities on the
                           Maturity Date or on the applicable Redemption Date,
                           as the case may be, of such principal or installment
                           of principal, premium, if any, or interest on the
                           Securities, and the Holders of the Securities must
                           have a valid, perfected, exclusive security interest
                           in such trust; provided that the Paying Agent shall
                           have been irrevocably instructed to apply such cash
                           and the proceeds of such U.S. Government Obligations
                           to said payments with respect to the Securities. The
                           Paying Agent shall promptly advise the Trustee in
                           writing of any cash or Securities deposited pursuant
                           to this Section 8.4.

                  (ii)     In the case of an election under Section 8.2 hereof,
                           the Company shall have delivered to the Trustee an
                           Opinion of Counsel in the United States 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 shall confirm that, the
                           Holders of the outstanding Securities 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 8.3 hereof,
                           the Company shall have delivered to the Trustee an
                           Opinion of Counsel in the United States confirming
                           that the Holders of the outstanding Securities 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

<PAGE>
                                      -67-



                           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 with respect to the
                           Securities shall have occurred and be 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
                           Section 6.1(ix) or 6.1(x) hereof is concerned, at any
                           time in the period ending on the 91st day after the
                           date of such deposit (it being understood that this
                           condition shall not be deemed satisfied until the
                           expiration of such period, but in the case of
                           Covenant Defeasance, the covenants which are defeased
                           under Section 8.3 hereof will cease to be in effect
                           unless an Event of Default under Section 6.1(ix) or
                           Section 6.1(x) hereof occurs during such period).

                    (v)    Such Legal Defeasance or Covenant Defeasance shall
                           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 shall have delivered to the Trustee an
                           Opinion of Counsel to the effect that after the 91st
                           day following the deposit, the trust funds will not
                           be subject to the effect of any applicable
                           bankruptcy, insolvency, reorganization or similar
                           laws affecting creditors' rights generally.

                  (vii)    The Company shall have delivered to the Trustee an
                           Officers' Certificate stating that the deposit made
                           by the Company pursuant to its election under Section
                           8.2 or 8.3 hereof was not made by the Company with
                           the intent of preferring the Holders of the
                           Securities over the other creditors of the Company or
                           with the intent of defeating, hindering, delaying or
                           defrauding creditors of the Company or others.

                 (viii)    The Company shall have delivered to the Trustee an
                           Officers' Certificate and an Opinion of Counsel in
                           the United States, each stating that all conditions
                           precedent relating to either the Legal Defeasance
                           under Section 8.2 hereof or the Covenant Defeasance
                           under Section 8.3 hereof (as the case may be) have
                           been complied with as contemplated by this Section
                           8.4.

SECTION 8.5. Deposited Cash and U.S. Government Obligations to be Held in Trust;
             Other Miscellaneous Provisions.

         Subject to Section 8.6 hereof, all cash and U.S. Government Obligations
(including the proceeds thereof) deposited with the Paying Agent (or other
qualifying trustee, collectively for purposes of this Section 8.5, the "Paying
Agent") pursuant to Section 8.4 hereof in respect of the outstanding

<PAGE>
                                      -68-


Securities shall be held in trust and applied by the Paying Agent, in accordance
with the provisions of such Securities 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 Securities of
all sums due and to become due thereon in respect of principal, premium, if any,
and interest, but such money need not be segregated from other funds except to
the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or U.S. Government
Obligations deposited pursuant to Section 8.4 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
Securities.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
or the Paying Agent, as applicable, shall deliver or pay to the Company from
time to time upon the Company's request any cash or U.S. Government Obligations
held by it as provided in Section 8.4 hereof which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.4(i) hereof), are in excess of the amount thereof
which would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.6. Repayment to Company.

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

SECTION 8.7. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any cash or U.S.
Government Obligations in accordance with Section 8.2 or 8.3 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 and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Security following
the reinstatement of its

<PAGE>
                                      -69-



obligations, the Company shall be subrogated to the rights of the Holders of
such Security to receive such payment from the cash and U.S. Government
Obligations held by the Trustee or Paying Agent.


                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER


SECTION 9.1. Without Consent of Holders.

         Notwithstanding Section 9.2 hereof, the Company, the Guarantors and the
Trustee may amend or supplement this Indenture or the Securities without the
consent of any Holder:

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

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

                  (iii)    to provide for the assumption of the Company's
                           obligations to the Holders of the Securities in the
                           case of a merger, consolidation or sale of assets
                           pursuant to Article 5 hereof;

                   (iv)    to provide for the assumption of any Guarantor's
                           obligations to the Holders of the Securities in the
                           case of a merger, consolidation or sale of assets
                           pursuant to Section 10.4 hereof;

                    (v)    to provide for additional Guarantors of the
                           Securities;

                   (vi)    to evidence the release of any Guarantor in
                           accordance with Article 10 hereof;

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

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

                   (ix)    in any other case where a supplemental indenture is
                           required or permitted to be entered into pursuant to
                           the provisions of Article 10 hereof without the
                           consent of any Holder; or

                    (x)    to evidence and provide for the acceptance of
                           appointment hereunder by a successor Trustee with
                           respect to the Securities.

<PAGE>
                                      -70-



         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
9.6 hereof, the Trustee shall 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 which
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture which affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.2. With Consent of Holders.

         Except as otherwise provided herein, this Indenture or the Securities
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Securities then outstanding (including
consents obtained in connection with a tender offer or exchange offer for such
Securities), and any existing default or compliance with any provision of this
Indenture or the Securities may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Securities (including
consents obtained in connection with a tender offer or exchange offer for such
Securities).

         Upon the request of the Company, accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 9.6 hereof, the Trustee shall join
with the Company and the Guarantors 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 shall not be obligated to,
enter into such amended or supplemental indenture.

         It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.

         After an amendment, supplement or waiver under this Section becomes
effective, the Company shall 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, shall not, however, in any
way impair or affect the validity of any such supplemental indenture or waiver.
Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate
principal amount of the Securities then outstanding may waive compliance in a
particular instance by the Company or any Guarantor with any provision of this
Indenture or the Securities. Without the consent of each Holder affected,
however, an amendment or waiver may not (with respect to any Security held by a
non-consenting Holder):

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

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

<PAGE>
                                      -71-



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

                   (iv)    waive a Default or Event of Default in the payment of
                           principal of, or premium, if any, or interest, on the
                           Securities (except a rescission of acceleration of
                           the Securities 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 Security payable in money other than that
                           stated in the Securities;

                   (vi)    make any change in Section 6.4 or 6.7 hereof; or

                  (vii)    make any change in this sentence of this Section 9.2.

SECTION 9.3. Compliance with TIA.

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

SECTION 9.4. Revocation and Effect of Consents.

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

         The Company may, but shall not be obligated to, fix a record date for
determining which Holders must consent to such amendment, supplement or waiver.
If the Company fixes a record date, the record date shall be fixed at (i) the
later of 30 days prior to the first solicitation of such consent or the date of
the most recent list of Holders furnished to the Trustee prior to such
solicitation pursuant to Section 2.5 hereof or (ii) such other date as the
Company shall designate.

         If a record date is fixed, then notwithstanding the last sentence of
the immediately preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to consent to such amendment or waiver or revoke any consent previously
given, whether or not such persons continue to be Holders after such record
date.

         After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless such amendment, supplement or waiver makes a change
described in any of clauses (i) through (vii) of Section 9.2, in which case, the
amendment, supplement or waiver shall bind only each Holder of a Security who
has consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same indebtedness as the consenting Holder's
Security.

<PAGE>
                                      -72-



SECTION 9.5. Notation on or Exchange of Securities.

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

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

SECTION 9.6. Trustee to Sign Amendments, Etc.

         The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplemental indenture
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may, but need not, sign it. In signing or
refusing to sign such amendment or supplemental indenture, the Trustee shall be
entitled to receive and, subject to Section 7.1, shall be fully protected in
relying upon, in addition to the documents required by Section 11.4, an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that such
amendment or supplemental indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it shall be valid and
binding upon the Company in accordance with its terms. Neither the Company nor
any Guarantor may sign such amendment or supplemental indenture until its Board
of Directors approves it.


                                   ARTICLE 10

                                    GUARANTEE


SECTION 10.1. Guarantee.

         In consideration of good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, each of the Guarantors hereby
irrevocably and unconditionally guarantees (the "Guarantee"), jointly and
severally, on a senior basis, to each Holder of a Security authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the
Securities or the obligations of the Company under this Indenture or the
Securities, that, in accordance with the terms of this Indenture and the
Securities: (i) the principal and premium (if any) of and interest on the
Securities will be paid in full when due, whether at the Maturity Date or
Interest Payment Date, by acceleration, call for redemption or otherwise; (ii)
the purchase price for all Securities properly and timely tendered for
acceptance in response to a Change of Control Offer or a Senior Asset Sale Offer
will be timely, or otherwise in accordance with the provisions of this
Indenture, paid in full; (iii) all other payment obligations of the Company to
the Holders or the Trustee under this Indenture or the Securities will be
promptly paid in full; and (iv) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, they will be paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at the Maturity Date, as so extended, by acceleration, call for
redemption,

<PAGE>
                                      -73-


upon a Change of Control Offer, upon a Senior Asset Sale Offer or otherwise.
Failing payment when due of any amount so Guaranteed for whatever reason, each
Guarantor shall be jointly and severally obligated to pay the same before
failure so to pay becomes an Event of Default. If the Company or a Guarantor
defaults in the payment of the principal of, premium, if any, or interest on,
the Securities when and as the same shall become due, whether upon maturity,
acceleration, call for redemption, upon a Change of Control Offer, Asset Sale
Offer or otherwise, without the necessity of action by the Trustee or any
Holder, each Guarantor shall be required, jointly and severally, to promptly
make such payment in full.

         Each Guarantor hereby agrees that its obligations with regard to this
Guarantee shall be unconditional, irrespective of the validity, regularity or
enforceability of the Securities or this Indenture, the absence of any action to
enforce the same, any delays in obtaining or realizing upon or failures to
obtain or realize upon collateral, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstances that might
otherwise constitute a legal or equitable discharge or defense of a Guarantor
(except as provided in Sections 10.4 and 10.5 hereof). 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 or right to require the prior disposition
of the assets of the Company to meet its obligations, protest, notice and all
demands whatsoever and covenants that this Guarantee will not be discharged
(except to the extent released pursuant to Sections 10.4 or 10.5 hereof) except
by complete performance of the obligations contained in the Securities and this
Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to either the Company or any Guarantor, or any Custodian, trustee, or
similar official acting in relation to either the Company or such Guarantor, any
amount paid by either the Company or such Guarantor to the Trustee or such
Holder, this Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect (except to the extent released pursuant to
Sections 10.4 or 10.5 hereof). Each Guarantor agrees that it will not be
entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Guarantor further agrees that, as between 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 this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration as to the
Company of the obligations guaranteed hereby, and (ii) in the event of any
declaration of acceleration of those obligations as provided in Article 6, those
obligations (whether or not due and payable) will forthwith become due and
payable by each of the Guarantors for the purpose of this Guarantee.

         Each Guarantor and by its acceptance of a Security issued hereunder
each Holder hereby confirms that it is the intention of all such parties that
the guarantee by such Guarantor set forth in the first paragraph of this Section
10.1 not constitute a fraudulent transfer or conveyance for purpose of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar Federal or state law. To effectuate the foregoing
intention, the Holders and such Guarantor hereby irrevocably agree that the
obligations of such Guarantor under its Guarantee set forth in the first
paragraph of this Section 10.1 shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of such
Guarantor and after giving effect to any

<PAGE>
                                      -74-


collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to the following paragraph of this Section 10.1, result in the
obligations of such Guarantor under such Guarantee not constituting such a
fraudulent transfer or conveyance.

         Each Guarantor that makes any payment or distribution under the first
paragraph of this Section 10.1 shall be entitled to a contribution from each
other Guarantor equal to its Pro Rata Portion of such payment or distribution.
For purposes of the foregoing, the "Pro Rata Portion" of any Guarantor means the
percentage of the net assets of all Guarantors held by such Guarantor,
determined in accordance with GAAP.

         It is the intention of each Guarantor and the Company that the
obligations of each Guarantor hereunder shall be joint and several and in, but
not in excess of, the maximum amount permitted by applicable law. Accordingly,
if the obligations in respect of the Guarantee would be annulled, avoided or
subordinated to the creditors of any Guarantor by a court of competent
jurisdiction in a proceeding actually pending before such court as a result of a
determination both that such Guarantee was made without fair consideration and,
immediately after giving effect thereto, such Guarantor was insolvent or unable
to pay its debts as they mature or left with an unreasonably small capital, then
the obligations of such Guarantor under such Guarantee shall be reduced by such
court if and to the extent such reduction would result in the avoidance of such
annulment, avoidance or subordination; provided, however, that any reduction
pursuant to this paragraph shall be made in the smallest amount as is strictly
necessary to reach such result. For purposes of this paragraph, "fair
consideration," "insolvency," "unable to pay its debts as they mature,"
"unreasonably small capital," and the effective times of reductions, if any,
required by this paragraph shall be determined in accordance with applicable
law.

SECTION 10.2. Execution and Delivery of Guarantee.

         Each Guarantor shall, by virtue of such Guarantor's execution and
delivery of this Indenture or such Guarantor's execution and delivery of an
indenture supplement pursuant to Section 10.3 hereof, be deemed to have signed
on each Security issued hereunder the notation of guarantee set forth on the
form of the Securities attached hereto as Exhibit A to the same extent as if the
signature of such Guarantor appeared on such Security.

         The delivery of any Security by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the guarantee set forth in
Section 10.1 on behalf of each Guarantor. The notation of a guaranty set forth
on any Security shall be null and void and of no further effect with respect to
the guaranty of any Guarantor which, pursuant to Section 10.4 or Section 10.5,
is released from such Guarantee.

SECTION 10.3. Future Subsidiary Guarantors.

         Upon (i) the acquisition by the Company or Guarantor of the Capital
Stock of any Person, if, as a result of such acquisition, such Person becomes a
Subsidiary of the Company or any Guarantor or (ii) the last day of any fiscal
quarter during which any Subsidiary of the Company that is not a


<PAGE>
                                      -75-



Guarantor as of such date and has not previously been released as a Guarantor
pursuant to Section 10.4 or Section 10.5 of this Indenture becomes a Subsidiary,
such Subsidiary (hereinafter any such Subsidiary, except any Excluded Guarantee
Subsidiary (as defined below), being called a "Future Subsidiary Guarantor")
shall unconditionally guarantee the obligations of the Company with respect to
payment and performance of the Securities and the other obligations of the
Company under this Indenture to the same extent that such obligations are
guaranteed by the other Guarantors pursuant to Section 10.1 hereof; and, within
60 days of the date of such occurrence, such Future Subsidiary Guarantor shall
execute and deliver to the Trustee a supplemental indenture, which shall be in a
form satisfactory to the Trustee, making such Future Subsidiary Guarantor a
party to this Indenture; provided, however, that the foregoing provisions shall
not apply to (A) any Subsidiary referenced in clause (i) or clause (ii) above
that is prohibited by law or by the terms of any agreement from making the
guarantee set forth in Section 10.1 hereof (an "Excluded Guarantee Subsidiary")
(provided that such Subsidiary will become a Future Subsidiary Guarantor as of
the date such prohibition is removed or lapses), or (B) a Subsidiary which would
have been released from its guarantee, by virtue of events set forth in Section
10.5 hereof, had such Subsidiary been a Guarantor at the time such events
occurred, (C) a Subsidiary of any Person which has been released as a Guarantor
pursuant to Section 10.5 hereof, or (D) any Receivables Subsidiary.

SECTION 10.4. Guarantor May Consolidate, Etc. on Certain Terms.

         Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of a Guarantor with or into the Company or
any other Guarantor. Upon any such consolidation or merger, the Guarantees (as
set forth in Section 10.1 hereof) of the Guarantor which is not the survivor of
the merger or consolidation, and of any Subsidiary of such Guarantor that is
also a Guarantor, shall be released and shall no longer have any force or
effect.

         Nothing contained in this Indenture shall prevent any sale or
conveyance of assets of any Guarantor (whether or not constituting all or
substantially all of the assets of such Guarantor) to any Person, provided that
the Company shall comply with the provisions of Sections 2.15 and 4.10 hereof,
and provided further that, in the event that all or substantially all of the
assets of a Guarantor are sold or conveyed, the Guarantees of such Guarantor (as
set forth in Section 10.1 hereof) shall be released and shall no longer have any
force or effect.

         Except as provided in the first paragraph of Section 10.4 or Section
10.5 hereof, each Guarantor shall not, directly or indirectly, consolidate with
or merge with or into another Person, unless (i) either (a) the Guarantor is the
continuing entity or (b) the resulting or surviving entity is a corporation
organized under the laws of the United States, any state thereof or the District
of Columbia and expressly assumes by supplemental indenture all of the
obligations of the Guarantor in connection with the Securities and this
Indenture; (ii) no Default or Event of Default would occur as a consequence of
(after giving effect, on a pro forma basis, to) such transaction; and (iii) the
Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation or merger and if a supplemental
indenture is required, such supplemental indenture comply with this Indenture
and that all conditions precedent herein relating to such transaction have been
satisfied.

<PAGE>
                                      -76-



         Upon any consolidation or merger of the Guarantor in accordance with
Section 10.4 hereof, the successor corporation formed by such consolidation or
into which the Guarantor is merged shall succeed to, and be substituted for, and
may exercise every right and power of, the Guarantor under this Indenture with
the same effect as if such successor corporation had been named herein as the
Guarantor, and when a successor corporation duly assumes all of the obligations
of the Guarantor pursuant hereto and pursuant to the Securities, the Guarantor
shall be released from such obligations.

SECTION 10.5. Release of Guarantors.

         Without any further notice or action being required by any Person, any
Guarantor, and each Subsidiary of such Guarantor that is also a Guarantor, shall
be fully and conditionally released and discharged from all obligations under
its Guarantee and this Indenture upon the sale or disposition (whether by
merger, stock purchase, asset sale or otherwise) of a Guarantor (or all of its
assets) to an entity which is not a Subsidiary of the Company, or upon the
dissolution of any Guarantor, which sale, disposition or dissolution is
otherwise in compliance with this Indenture, such Guarantor shall be deemed
released from its obligations under its Guarantee of the Securities; provided,
however, that any such termination shall occur only to the extent that all
obligations of such Guarantor under all of its guarantees of, and under all of
its pledges of assets or other security interests which secure any Indebtedness
of the Company shall also terminate upon such sale, disposition or dissolution.

         The releases and discharges set forth in the first paragraph of this
Section 10.5 shall be effective on the date of consummation thereof. At the
written request of the Company, the Trustee shall promptly execute and deliver
appropriate instruments in forms reasonably acceptable to the Company evidencing
and further implementing any releases and discharges pursuant to the foregoing
provisions. If the Company desires the instruments evidencing or implementing
any releases or discharges to be executed prior to the effectiveness of such
releases and discharges as set forth above, such instruments may be made
conditional upon the occurrence of the events necessary to cause the
effectiveness of such releases and discharges, as specified in the first
sentence of this Section 10.5.

         Notwithstanding the foregoing provisions of this Article 10, (i) any
Guarantor whose Guarantee would otherwise be released pursuant to the provisions
of this Section 10.5 may elect, by written notice to the Trustee, to maintain
such Guarantee in effect notwithstanding the event or events that otherwise
would cause the release of such Guarantee (which election to maintain such
Guarantee in effect may be conditional or for a limited period of time), and
(ii) any Subsidiary of the Company which is not a Guarantor may elect, by
written notice to the Trustee, to become a Guarantor (which election may be
conditional or for a limited period of time).

SECTION 10.6. Certain Bankruptcy Events.

         Each Guarantor hereby covenants and agrees, to the fullest extent that
it may do so under applicable law, that in the event of the insolvency,
bankruptcy, dissolution, liquidation or reorganization of the Company, such
Guarantor shall not file (or join in any filing of), or otherwise seek to
participate in the filing of, any motion or request seeking to stay or to
prohibit (even temporarily) execution on the Guarantee and hereby waives and
agrees not to take the benefit of any such stay of execution, whether under the
Bankruptcy Law or otherwise.


<PAGE>
                                      -77-



                                   ARTICLE 11

                                  MISCELLANEOUS


SECTION 11.1. TIA Controls.

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

SECTION 11.2. Notices.

         Any notice or communication to the Company or any Guarantor or the
Trustee 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, addressed as follows:

         If to the Company or to any Guarantor:

         Beverly Enterprises, Inc.
         One Thousand Beverly Way
         Fort Smith, Arkansas 72919
         Telecopier No.:  (501) 201-4801
         Attention:  Secretary

         With, in the case of notices delivered in connection
         with Section 6.1 hereof, a copy to:

         Latham & Watkins
         633 West Fifth Street
         Suite 4000
         Los Angeles, California 90071
         Telecopier No.:  (213) 891-8763
         Attention:  Gary Olson

         If to the Trustee:

         The Bank of New York
         Corporate Trust Department
         101 Barclay Street, 21st Floor West
         New York, New York 10286
         Telecopier No.:  (212) 815-5915
         Attention: Corporate Trust
                    Trustee Administration

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

<PAGE>
                                      -78-



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

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

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

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

SECTION 11.3. Communication 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 Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

SECTION 11.4. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

         (1)      an Officers' Certificate (which shall include the statements
                  set forth in Section 11.5 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

         (2)      an Opinion of Counsel (which shall include the statements set
                  forth in Section 11.5 hereof) stating that, in the opinion of
                  such counsel, all such conditions precedent and covenants have
                  been satisfied.

SECTION 11.5. Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall include:

<PAGE>
                                      -79-



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

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

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

         (4)      a statement as to whether or not, in the opinion of such
                  person, such condition or covenant has been satisfied;
                  provided, however, that with respect to matters of fact, an
                  Opinion of Counsel may rely on an Officers' Certificate or
                  certificates of public officials.

SECTION 11.6. 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 11.7. Legal Holidays.

         If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue for the intervening period.

SECTION 11.8. No Personal Liability of Directors, Officers,
              Employees, Incorporator and Stockholders.

         No director, officer, employee, incorporator or stockholder of the
Company or of any Guarantor, as such, shall have any liability for any
obligations of the Company or of any Guarantor under the Securities, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the Securities by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Securities.

SECTION 11.9. Duplicate Originals.

         The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.

SECTION 11.10. Governing Law.

         The internal law of the State of New York, shall govern and be used to
construe this Indenture and the Securities, without regard to the conflict of
laws provisions thereof.

<PAGE>
                                      -80-



SECTION 11.11. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or its Subsidiaries. Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

SECTION 11.12. Successors.

         All agreements of the Company in this Indenture and the Securities
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successor.

SECTION 11.13. Severability.

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.

SECTION 11.14. Counterpart Originals.

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

SECTION 11.15. Table of Contents, Headings, Etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                            [Signature Pages Follow]



<PAGE>


                                       S-1



Executed this        day of April, 2001.


                               BEVERLY ENTERPRISES, INC.


                               By: /s/ Schuyler Hollingsworth, Jr.
                                   ---------------------------------------------
                                   Name:  Schuyler Hollingsworth, Jr.
                                   Title: Senior Vice President and Treasurer


                               THE BANK OF NEW YORK, as Trustee


                               By: /s/ Robert A. Massimilo
                                   ---------------------------------------------
                                   Name:  Robert A. Massimilo
                                   Title: Assistant Vice President


                               GUARANTORS LISTED ON SCHEDULE I
                               HERETO


                               By: /s/ John W. MacKenzie
                                   ---------------------------------------------
                                   Name:  John W. MacKenzie
                                   Title: Vice President and Secretary of each
                                          Guarantor




<PAGE>


                                   SCHEDULE I

                                   GUARANTORS


<Table>
<Caption>
                                                                 Employer      State of
Corporation                                                      ID Number     Incorporation
-----------                                                      ---------     -------------
<S>                                                              <C>           <C>

AEGIS Therapies, Inc. (f/k/a Beverly Rehabilitation, Inc.)       71-0811574    Delaware

AGI-Camelot, Inc.                                                43-1253376    Missouri

Arborland Management Company, Inc.                               58-2340689    South Carolina

Associated Physical Therapy Practitioners, Inc.                  23-2638708    Pennsylvania

Beverly Assisted Living, Inc.                                    71-0777901    Delaware

Beverly - Bella Vista Holding, Inc.                              71-0797481    Delaware

Beverly - Branson Holdings, Inc.                                 71-0817008    Delaware

Beverly-Indianapolis, LLC                                        71-0824184    Indiana

Beverly - Missouri Valley Holding, Inc.                          71-0797485    Delaware

Beverly - Plant City Holdings, Inc.                              71-0817010    Delaware

Beverly - Rapid City Holding, Inc.                               71-0797483    Delaware

Beverly - Tamarac Holdings, Inc.                                 71-0817009    Delaware

Beverly - Tampa Holdings, Inc.                                   71-0817007    Delaware

Beverly Clinical, Inc.                                           71-0796035    Delaware

Beverly Enterprises International Limited                        95-3982125    California

Beverly Enterprises - Alabama, Inc.                              95-3742145    California

Beverly Enterprises - Arizona, Inc.                              95-3750871    California

Beverly Enterprises - Arkansas, Inc.                             95-3751272    California

Beverly Enterprises - California, Inc.                           95-2499218    California
</Table>


<PAGE>
                                      -2-


<Table>
<Caption>
                                                                 Employer      State of
Corporation                                                      ID Number     Incorporation
-----------                                                      ---------     -------------
<S>                                                              <C>           <C>

Beverly Enterprises - Colorado, Inc.                             95-3750882    California

Beverly Enterprises - Connecticut, Inc.                          95-3849642    California

Beverly Enterprises - Delaware, Inc.                             95-3849628    California

Beverly Enterprises - Distribution Services, Inc.                95-4081567    California

Beverly Enterprises - District of Columbia, Inc.                 95-3750889    California

Beverly Enterprises - Florida, Inc.                              95-3742251    California

Beverly Enterprises - Garden Terrace, Inc.                       95-3849648    California

Beverly Enterprises - Georgia, Inc.                              95-3750880    California

Beverly Enterprises - Hawaii, Inc.                               95-3750890    California

Beverly Enterprises - Idaho, Inc.                                95-3750886    California

Beverly Enterprises - Illinois, Inc.                             95-3750883    California

Beverly Enterprises - Indiana, Inc.                              95-3744258    California

Beverly Enterprises - Iowa, Inc.                                 95-3751271    California

Beverly Enterprises - Kansas, Inc.                               95-3751269    California

Beverly Enterprises - Kentucky, Inc.                             95-3750894    California

Beverly Enterprises - Louisiana, Inc.                            95-3849633    California

Beverly Enterprises - Maine, Inc.                                95-3849627    California

Beverly Enterprises - Maryland, Inc.                             95-3750892    California

Beverly Enterprises - Massachusetts, Inc.                        95-3750893    California

Beverly Enterprises - Michigan, Inc.                             95-3898661    California

Beverly Enterprises - Minnesota, Inc.                            95-3742698    California
</Table>


<PAGE>
                                      -3-


<Table>
<Caption>
                                                                 Employer      State of
Corporation                                                      ID Number     Incorporation
-----------                                                      ---------     -------------
<S>                                                              <C>           <C>

Beverly Enterprises - Mississippi, Inc.                          95-3742144    California

Beverly Enterprises - Missouri, Inc.                             95-3750895    California

Beverly Enterprises - Montana, Inc.                              95-3849636    California

Beverly Enterprises - Nebraska, Inc.                             95-3750873    California

Beverly Enterprises - Nevada, Inc.                               95-3750896    California

Beverly Enterprises - New Hampshire, Inc.                        95-3849630    California

Beverly Enterprises - New Jersey, Inc.                           95-3750884    California

Beverly Enterprises - New Mexico, Inc.                           95-3750869    California

Beverly Enterprises - North Carolina, Inc.                       95-3742257    California

Beverly Enterprises - North Dakota, Inc.                         95-3751270    California

Beverly Enterprises - Ohio, Inc.                                 95-3750867    California

Beverly Enterprises - Oklahoma, Inc.                             95-3849624    California

Beverly Enterprises - Oregon, Inc.                               95-3750881    California

Beverly Enterprises - Pennsylvania, Inc.                         95-3750870    California

Beverly Enterprises - Rhode Island, Inc.                         95-3849621    California

Beverly Enterprises - South Carolina, Inc.                       95-3750866    California

Beverly Enterprises - Tennessee, Inc.                            95-3742261    California

Beverly Enterprises - Texas, Inc.                                95-3744256    California

Beverly Enterprises - Utah, Inc.                                 95-3751089    California

Beverly Enterprises - Vermont, Inc.                              95-3750885    California

Beverly Enterprises - Virginia, Inc.                             95-3742694    California
</Table>

<PAGE>
                                      -4-


<Table>
<Caption>
                                                                 Employer      State of
Corporation                                                      ID Number     Incorporation
-----------                                                      ---------     -------------
<S>                                                              <C>           <C>

Beverly Enterprises - Washington, Inc.                           95-3750868    California

Beverly Enterprises - West Virginia, Inc.                        95-3750888    California

Beverly Enterprises - Wisconsin, Inc.                            95-3742696    California

Beverly Enterprises - Wyoming, Inc.                              95-3849638    California

Beverly Health and Rehabilitation Services, Inc.                 95-2301514    California

Beverly Healthcare, LLC                                          71-0817438    Indiana

Beverly Healthcare Acquisition, Inc.                             71-0812407    Delaware

Beverly Healthcare - California, Inc.                            95-3750879    California

Beverly Holdings I, Inc.                                         71-0768985    Delaware

Beverly Indemnity, Ltd.                                          71-0712927    Vermont

Beverly Manor Inc. of Hawaii                                     99-0144750    California

Beverly Real Estate Holdings, Inc.                               71-0768984    Delaware

Beverly Savana Cay Manor, Inc.                                   95-4217381    California

Carrollton Physical Therapy Clinic, Inc.                         75-2102832    Texas

Commercial Management, Inc.                                      42-0891358    Iowa

Community Care, Inc.                                             56-1487367    North Carolina

Compassion and Personal Care Services, Inc.                      56-1904822    North Carolina

Eastern Home Health Supply & Equipment Co., Inc.                 56-1581980    North Carolina

Greenville Rehabilitation Services, Inc.                         75-2059145    Texas

Hallmark Convalescent Homes, Inc.                                41-1413478    Michigan

HomeCare Preferred Choice, Inc.                                  62-1702864    Delaware
</Table>


<PAGE>
                                      -5-


<Table>
<Caption>
                                                                 Employer      State of
Corporation                                                      ID Number     Incorporation
-----------                                                      ---------     -------------
<S>                                                              <C>           <C>

Home Health and Rehabilitation Services, Inc.                    75-2012280    Texas

Hospice of Eastern Carolina, Inc.                                56-1951841    North Carolina

Hospice Preferred Choice, Inc.                                   71-0761314    Delaware

HTHC Holdings, Inc.                                              71-0807323    Delaware

Las Colinas Physical Therapy Center, Inc.                        75-2402177    Texas

Liberty Nursing Homes, Incorporated                              54-0784334    Virginia

MATRIX Occupational Health, Inc.                                 58-2380955    Delaware

MATRIX Rehabilitation, Inc.                                      71-0783147    Delaware

MATRIX Rehabilitation - Delaware, Inc.                           71-0842504    Delaware

MATRIX Rehabilitation - Georgia, Inc.                            58-2554073    Delaware

MATRIX Rehabilitation - Maryland, Inc.                           71-0842503    Delaware

MATRIX Rehabilitation - Ohio, Inc.                               71-0842505    Delaware

MATRIX Rehabilitation - South Carolina, Inc.                     73-1575603    Delaware

MATRIX Rehabilitation - Texas, Inc.                              73-1589542    Delaware

MATRIX Rehabilitation - Washington, Inc.                         58-2554074    Delaware

Medical Arts Health Facility of Lawrenceville, Inc.              58-1329700    Georgia

Moderncare of Lumberton, Inc.                                    56-1217025    North Carolina

Nebraska City S-C-H, Inc.                                        41-1413481    Nebraska

Network for Physical Therapy, Inc.                               74-2453469    Texas

North Dallas Physical Therapy Associates, Inc.                   75-2075331    Texas

Nursing Home Operators, Inc.                                     34-0949279    Ohio
</Table>


<PAGE>
                                      -6-


<Table>
<Caption>
                                                                 Employer      State of
Corporation                                                      ID Number     Incorporation
-----------                                                      ---------     -------------
<S>                                                              <C>           <C>

Petersen Health Care, Inc.                                       59-2043392    Florida

PT NET, Inc.                                                     62-1575533    Tennessee

PT Net (Colorado), Inc.                                          84-1277912    Colorado

Rehabilitation Associates of Lafayette, Inc.                     72-1118473    Louisiana

South Alabama Nursing Home, Inc.                                 95-3809397    Alabama

South Dakota - Beverly Enterprises, Inc.                         95-3750887    California

Spectra Healthcare Alliance, Inc.                                71-0759298    Delaware

Tar Heel Infusion Company, Inc.                                  56-1767308    North Carolina

The Parks Physical Therapy and Work Hardening Center, Inc.       75-2452926    Texas

Theraphysics Corp.                                               13-3643705    Delaware

Theraphysics of New York IPA, Inc.                               71-0817011    New York

Theraphysics Partners of Colorado, Inc.                          51-0372115    Delaware

Theraphysics Partners of Texas, Inc.                             62-1659976    Delaware

Theraphysics Partners of Western Pennsylvania, Inc.              23-2901884    Delaware

TMD Disposition Company                                          59-3151568    Florida

Vantage Healthcare Corporation                                   35-1572998    Delaware
</Table>




<PAGE>



                                                                       EXHIBIT A


         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS
OWN BEHALF AND ON THE BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED
SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR
ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSR OF
SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELEGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
SECURITIES OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

         THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
THE BENEFICIAL OWNERS HEREOF, AND IS NOT



                                      A-1
<PAGE>



TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS GLOBAL SECURITY
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE COMPANY.



                                      A-2

<PAGE>


                               (FACE OF SECURITY)

                           9 5/8% SENIOR NOTE DUE 2009

CUSIP:
No. 001                                                             $200,000,000


         BEVERLY ENTERPRISES, INC. promises to pay to CEDE & CO. or its
registered assigns, the principal sum of TWO HUNDRED MILLION Dollars on April
15, 2009.

Interest Payment Dates:                     April 15 and October 15, commencing
                                            October 15, 2001

Record Dates:                               April 1 and October 1 (whether or
                                            not a Business Day).

                                            BEVERLY ENTERPRISES, INC.


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


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


Dated:  April 25, 2001

Trustee's Certificate of Authentication:

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

THE BANK OF NEW YORK, as Trustee


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




                                       A-3
<PAGE>


                               (BACK OF SECURITY)

                           9 5/8% SENIOR NOTE DUE 2009

         Capitalized terms used herein have the meanings assigned to them in the
Indenture (as defined below) unless otherwise indicated.

         1. INTEREST. Beverly Enterprises, Inc., a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Security at
the rate and in the manner specified below.

         The Company shall pay interest in cash on the principal amount of this
Security at the rate per annum of 9 5/8% until maturity. The Company shall pay
interest semi-annually in arrears on April 15 and October 15 of each year,
commencing October 15, 2001, to Holders of record on the immediately preceding
April 1 and October 1 respectively, or if any such date of payment is not a
Business Day on the next succeeding Business Day (each an "Interest Payment
Date").

         Interest shall be computed on the basis of a 360-day year comprised of
twelve 30-day months. Interest shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of the
original issuance of the Securities. To the extent lawful, the Company shall pay
interest on overdue principal at the rate of 1% per annum in excess of the
interest rate then applicable to the Securities; it shall pay interest on
overdue installments of interest (without regard to any applicable grace
periods) at the same rate to the extent lawful.

         2. METHOD OF PAYMENT. The Company shall pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the record date next preceding the
Interest Payment Date, even if such Securities are canceled after such record
date and on or before such Interest Payment Date, except as provided in Section
2.12 of the Indenture with respect to defaulted interest. The Holder hereof must
surrender this Security to a Paying Agent to collect principal payments. The
Company shall pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
Principal, premium, if any, and interest shall be payable at the office or
agency of the Company maintained for such purpose within the City and State of
New York or, at the option of the Company, payment of interest may be made by
check mailed to the Holder's registered address. Notwithstanding the foregoing,
all payments with respect to Securities, the Holders of which have given wire
transfer instructions to the Paying Agent on or before the relevant record date,
shall be made by wire transfer of immediately available funds to the accounts
specified by such Holders.

         3. PAYING AGENT AND REGISTRAR. Initially, the Trustee shall act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
without prior notice to any Holder. The Company and any of its Subsidiaries may
act in any such capacity.

         4. INDENTURE. The Company issued the Securities under an Indenture,
dated as of April 25, 2001 (the "Indenture"), by and among the Company, the
Guarantors named therein and the Trustee. The terms of the Securities include
those stated in the Indenture and those made part of the


                                      A-4
<PAGE>


Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb) (the "TIA"). The Securities are subject to all such
terms, and Holders are referred to the Indenture and the TIA for a statement of
such terms. The terms of the Indenture shall govern any inconsistencies between
the Indenture and the Securities. The Securities are unsecured senior
obligations of the Company. The Indenture permits the Company to issue an
unlimited aggregate principal amount.

         5. OPTIONAL REDEMPTION. The Securities may be redeemed, at the option
of the Company, in whole at any time or in part from time to time, on at least
30 days but not more than 60 days' prior notice mailed to the registered address
of each Holder of Securities to be so redeemed, at a redemption price equal to
the greater of (i) 100% of their principal amount plus accrued but unpaid
interest to the Redemption Date or (ii)(a) the sum of the present values of the
remaining scheduled payments of principal and interest thereon from the
Redemption Date to the Maturity Date (except for currently accrued but unpaid
interest) discounted to the Redemption Date, on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months), at the Treasury Rate, plus 50
basis points, plus (b) accrued but unpaid interest to the date of redemption.

         Any such redemption will comply with Article 3 of the Indenture.

         6. MANDATORY REDEMPTION. Subject to the Company's obligation to make an
offer to repurchase Securities under certain circumstances pursuant to Sections
2.15, 4.10 and 4.13 of the Indenture (as described in paragraph 7 below), the
Company shall have no mandatory redemption or sinking fund obligations with
respect to the Securities.

         7. REPURCHASE AT OPTION OF HOLDER. (i) If there is a Change of Control,
the Company shall offer to repurchase on the Change of Control Payment Date all
or any part outstanding Securities at an offer price in cash equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest thereon
to the Change of Control Payment Date. Holders that are subject to an offer to
purchase shall receive a Change of Control Offer from the Company prior to any
related Change of Control Payment Date and may elect to have such Securities
purchased by completing the form entitled "Option of Holder to Elect Purchase"
appearing below.

                  (ii) If the Company or a Subsidiary consummates an Asset Sale,
         within 365 days after the receipt of any Net Proceeds from such Asset
         Sale, the Company or such Subsidiary may apply such Net Proceeds (a) 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, (b) to
         make a capital expenditure or to acquire other tangible assets, in each
         case, that are used or useful in any business in which the Company is
         permitted to be engaged pursuant to Section 4.15 of the Indenture, or
         (c) to permanently reduce Indebtedness (other than Subordinated
         Indebtedness) of the Company or its Subsidiaries. Pending the final
         application of any such Net Proceeds, the Company or such Subsidiary
         may temporarily reduce Indebtedness or otherwise invest such Net
         Proceeds in any manner that is not prohibited by the Indenture. Any Net
         Proceeds from any Asset Sale that are not so invested or applied shall
         be deemed to constitute "Excess Proceeds." When the aggregate amount of
         Excess Proceeds exceeds $25.0 million, the Company shall make an


                                      A-5
<PAGE>


         offer to all Holders of Securities and holders of any other
         Indebtedness of the Company ranking on a parity with the Securities
         from time to time outstanding with similar provisions requiring the
         Company to make an offer to purchase or to redeem such Indebtedness
         with the proceeds from any Asset Sales, pro rata in proportion to the
         respective principal amounts of the Securities and such other
         Indebtedness then outstanding (a "Senior Asset Sale Offer") to purchase
         the maximum principal amount of Securities and such other Indebtedness
         that may be purchased out of the Excess Proceeds, at an offer price in
         cash in an amount equal to 100% of the principal amount thereof plus
         accrued and unpaid interest thereon, if any, to the date of purchase,
         in accordance with the terms of the Indenture. To the extent that the
         aggregate amount of Securities and such other Indebtedness tendered
         pursuant to a Senior 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 the Indenture. If the
         aggregate principal amount of Securities and such other Indebtedness
         surrendered by holders pursuant to a Senior Asset Sale Offer exceeds
         the amount of Excess Proceeds, the Securities and such other
         Indebtedness shall be purchased on a pro rata basis. Holders that are
         the subject of an offer to purchase shall receive a Senior Asset Sale
         Offer from the Company prior to any related purchase date and may elect
         to have such Securities purchased by completing the form entitled
         "Option of Holder to Elect Purchase" appearing below.

         8. DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in registered
form without coupons, and in denominations of $1,000 and integral multiples of
$1,000. The transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. Neither the Company nor the Registrar shall be required to
register the transfer of or exchange Securities for a period of 15 days before a
selection of Securities to be redeemed (except the unredeemed portion of any
Security being redeemed in part) or during the period between a record date and
the next succeeding Interest Payment Date.

         9. PERSONS DEEMED OWNERS. Prior to due presentment to the Trustee for
registration of the transfer of this Security, the Trustee, any Agent and the
Company may deem and treat the Person in whose name this Security is registered
as its absolute owner for the purpose of receiving payment of principal of,
premium, if any, and interest on this Security and for all other purposes
whatsoever, whether or not this Security is overdue (provided that defaulted
interest shall be paid as set forth in Section 2.12 of the Indenture), and
neither the Trustee, any Agent nor the Company shall be affected by notice to
the contrary. The registered Holder of a Security shall be treated as its owner
for all purposes.

         10. AMENDMENT, SUPPLEMENT AND WAIVERS. Except as provided in the next
two succeeding paragraphs, the Indenture or the Securities may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including consents obtained in
connection with a tender offer or exchange offer for Securities) and any
existing default or compliance with any provision of the Indenture or the
Securities may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Securities (including consents obtained
in connection with a tender offer or exchange offer for Securities).


                                      A-6
<PAGE>


         Without the consent of each Holder affected, an amendment or waiver may
not (with respect to any Security held by a non-consenting Holder of
Securities): (i) reduce the principal amount of Securities whose Holders must
consent to an amendment, supplement or waiver, (ii) reduce the principal of or
change the fixed maturity of any Security, (iii) reduce the rate of or change
the time for payment of interest on any Security, (iv) waive a Default or Event
of Default in the payment of principal of, or premium, if any, or interest on
the Securities (except a rescission of acceleration of the Securities 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 Security payable in money other than that stated in the Securities, (vi)
make any change in the provisions of the Indenture relating to waivers of past
Defaults or the rights of Holders of Securities to receive payments of principal
of, or premium, if any, or interest on the Securities, or (vii) make any change
in the foregoing amendment and waiver provisions.

         Notwithstanding the foregoing, without the consent of any Holder of
Securities, the Company, the Guarantors and the Trustee may amend or supplement
the Indenture or the Securities to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Securities in addition to or in place of
certificated Securities, to provide for additional Guarantors of the Securities
or the release, in accordance with the Indenture, of any Guarantor, to provide
for the assumption of the Company's or any Guarantor's obligations to Holders of
the Securities in the case of a merger, consolidation or sale of assets, to make
any change that would provide any additional rights or benefits to the Holders
of the Securities or that does not adversely affect the legal rights under the
Indenture of any such Holder, or to comply with requirements of the Securities
and Exchange Commission (the "Commission") in order to effect or maintain the
qualification of the Indenture under the TIA, to evidence and provide for the
acceptance of the appointment of a successor Trustee with respect to the
Securities, or in any other case, pursuant to the provisions of the Indenture,
where a supplemental indenture is required or permitted to be entered into
without the consent of any Holder of Securities.

         11. DEFAULTS AND REMEDIES. Events of Default under the Indenture
include: (i) a default for 30 days in the payment when due of interest on the
Securities; (ii) a default in payment when due of the principal of, or premium,
if any, on the Securities, at maturity or otherwise; (iii) a failure by the
Company or any Guarantor to comply with the provisions described under Section
4.10 or 4.13 of the Indenture; (iv) a failure by the Company or any Guarantor
for 30 days after notice to comply with the provisions of Section 4.7 or 4.9 of
the Indenture; (v) a failure by the Company or any Guarantor for 60 days after
notice to comply with any of its agreements in the Indenture or the Securities;
(vi) any default that 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 its Significant
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Significant Subsidiaries) whether such Indebtedness or guarantee exists on the
date of the Indenture, or is created after the date of the Indenture, 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 such 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 $20.0 million; (vii) failure by the
Company or any of its Significant Subsidiaries to pay a final judgment or
judgments aggregating in excess of $20.0 million entered by a court or courts of
competent jurisdiction against the Company or any of its Significant
Subsidiaries which such final


                                      A-7
<PAGE>


judgment or judgments are not paid, discharged or stayed for a period of 60
days; (viii) any Guarantee shall cease, for any reason not permitted by the
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 (ix) certain events of bankruptcy or insolvency with respect to
the Company or any of its Significant Subsidiaries. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Securities by written notice
to the Company and the Trustee, may declare all the Securities to be due and
payable immediately (plus, in the case of an Event of Default that is the result
of willful actions (or in actions) by or on behalf of the Company intended to
avoid prohibitions on redemptions of the Securities contained in the Indenture
or the Securities, an amount of premium applicable pursuant to the Indenture).
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency with respect to the Company, all
outstanding Securities shall become due and payable without further action or
notice. Holders of the Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders of the Securities notice of any continuing
Default or Event of Default (except a Default or Event of Default relating to
the payment of principal or interest) if it determines that withholding notice
is in such Holders' interest.

         The Holders of not less than a majority in aggregate principal amount
of the Securities then outstanding by written notice to the Trustee may, on
behalf of the Holders of all of the Securities, waive any existing Default or
Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of the principal of, premium, if any,
or interest on the Securities.

         The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

         The above description of Events of Default and remedies is qualified by
reference, and subject in its entirety, to the more complete description thereof
contained in the Indenture.
         12. RESTRICTIVE COVENANTS. The Indenture imposes certain limitations on
the ability of the Company and its Subsidiaries to incur additional Indebtedness
and issue preferred stock, pay dividends or make other distributions, repurchase
Equity Interests or Subordinated Indebtedness, create certain Liens, enter into
certain transactions with Affiliates, sell assets of the Company or its
Subsidiaries, issue or sell Equity Interests of the Company's Subsidiaries and
enter into certain mergers and consolidations.

         13. NOTATION OF GUARANTEE. As set forth more fully in the Indenture,
the Persons constituting Guarantors from time to time, in accordance with the
provisions of the Indenture, unconditionally and jointly and severally
Guarantee, on a senior basis, in accordance with Section 10.1 of the Indenture,
to each Holder of Securities and to the Trustee and its successors and assigns,
that, in accordance with the terms of the Indenture and the Securities (i) the
principal of, premium, if any, and interest on the Security will be paid in full
when due, whether at the Maturity Date or Interest Payment


                                      A-8
<PAGE>


Date, by acceleration, call for redemption or otherwise; (ii) the purchase price
for all Securities properly and timely tendered for acceptance in response to a
Change of Control Offer or a Senior Asset Sale Offer will be timely, or
otherwise in accordance with the provisions of the Indenture, paid in full;
(iii) all other payment obligations of the Company to the Holders or the Trustee
under the Indenture or this Security will be promptly paid in full, all in
accordance with the terms of the Indenture and this Security; and (iv) in the
case of any extension of time of payment or renewal of this Security or any of
such other obligations, they will be paid in full when due or performed in
accordance with the terms of such extension or renewal, whether at the Maturity
Date, as so extended, by acceleration, call for redemption, upon a Change of
Control Offer, upon a Senior Asset Sale Offer or otherwise. Such Guarantees
shall cease to apply, and shall be null and void, with respect to any Guarantor
who, pursuant to Article 10 of the Indenture, is released from its Guarantees,
or whose Guarantees otherwise cease to be applicable pursuant to the terms of
the Indenture.

         14. TRUSTEE DEALINGS WITH COMPANY. The Trustee under the Indenture, in
its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal
with the Company or its Affiliates, as if it were not Trustee.

         15. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES,
INCORPORATORS AND STOCKHOLDERS. No director, officer, employee, incorporator,
stockholder or other Affiliate of the Company or any Guarantor, as such, shall
have any liability for any obligations of the Company or other Affiliate under
the Securities, the Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a
Security waives and releases all such liability. The waiver and release are part
of the consideration for the issuance of the Securities.

         16. AUTHENTICATION. This Security shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

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

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

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Request may be made to:

                                      Beverly Enterprises, Inc.
                                      One Thousand Beverly Way
                                      Fort Smith, Arkansas 72919
                                      Attention:  Secretary


                                      A-9
<PAGE>


                                   SCHEDULE A
                          SCHEDULE OF PRINCIPAL AMOUNT
                   OF INDEBTEDNESS EVIDENCED BY THIS SECURITY

         The initial principal amount of indebtedness evidenced by this Security
shall be $198,890,000. The following decreases/increases in the principal amount
of indebtedness evidenced by this Security have been made:

<Table>
<Caption>
                                                          Total Principal
                                                          Amount of
                    Decrease in        Increase in        Indebtedness
                    Principal Amount   Principal Amount   Evidenced             Notation Made
Date of             of Indebtedness    of Indebtedness    Following Such        by or on Behalf of
Decrease/Increase   Evidenced          Evidenced          Decrease/Increase     Trustee
-----------------   ----------------   ----------------   -----------------     ------------------
<S>                 <C>                <C>                <C>                   <C>

</Table>




                                      A-10
<PAGE>


                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below: For value received (I)
or (we) hereby sell, assign and transfer this Security to


--------------------------------------------------------------------------------
                  (Insert assignee's Soc. Sec. or Tax I.D. No.)

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


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


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


--------------------------------------------------------------------------------
              Print or type assignee's name, address and zip code)


and do hereby irrevocably constitute and appoint ______________________________
Attorney to transfer this Security on the books of the Company with full power
of substitution in the premises.


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


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


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


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

Signature Guarantee*



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

*   Participant in a recognized Signature Guarantee Medallion Program (or other
    signature guarantor acceptable to the Trustee).




                                      A-11
<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE


         If you want to elect to have all or any part of this Security purchased
by the Company pursuant to Section 4.10 or Section 4.13 of the Indenture, check
the appropriate box:

         [ ]  Section 4.10                       [ ]  Section 4.13
              (Asset Sale)                            (Change of Control)

         If you want to have only part of the Security purchased by the Company
pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount you
elect to have purchased:

$
 ----------------------

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


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


Signature Guarantee*


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

*   Participant in a recognized Signature Guarantee Medallion Program (or other
    signature guarantor acceptable to the Trustee).





                                      A-12
<PAGE>

                                                                       EXHIBIT B

                        [FORM OF CERTIFICATE OF TRANSFER]

Beverly Enterprises, Inc.
One Thousand Beverly Way
Fort Smith, Arkansas  72919

The Banks of New York
101 Barclay Street, 21st Floor West
New York, NY  10286
Attention:  Corporate Trust Department

                  Re: 9 5/8% Senior Notes due 2009

         Reference is hereby made to the Indenture, dated as of April 25, 2001
(the "Indenture"), between Beverly Enterprises, Inc., as issuer (the "Company"),
certain subsidiaries of the Company, as guarantors and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         ______________ (the "Transferor") owns and proposes to transfer the
Security[ies] or interest in such Security[ies] specified in Annex A hereto, in
the principal amount of $___________ in such Security[ies] or interests (the
"Transfer"), to __________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE IS A QIB IN ACCORDANCE WITH RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Security is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Security for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Global Security and/or
the Definitive Security and in the Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Regulation S under
the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and (x)
at the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the


                                      B-1
<PAGE>


facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will be subject to the restrictions on Transfer enumerated
in the Private Placement Legend printed on the Global Security and/or the
Definitive Security and in the Indenture and the Securities Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Securities and
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

         (a) [ ] such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;

or

         (b) [ ] such Transfer is being effected to the Company or a subsidiary
thereof;

or

         (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

or

         (d) [ ] such Transfer is being effected to an Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Regulation S, and the
Transferor hereby further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the Securities Act and the
Transfer complies with the transfer restrictions applicable to beneficial
interests in a Restricted Global Security or Restricted Definitive Securities
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of
Securities at the time of transfer of less than $500,000, an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor has
attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Security will be subject to the restrictions


                                      B-2
<PAGE>


on transfer enumerated in the Private Placement Legend printed on the Global
Security and/or the Definitive Securities and in the Indenture and the
Securities Act.

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL SECURITY OR OF AN UNRESTRICTED DEFINITIVE SECURITY.

         (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Security will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Securities, on
Restricted Definitive Securities and in the Indenture.

         (b) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144 or
Regulation S and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities or Restricted Definitive Securities and in the Indenture.




                                      B-3
<PAGE>


         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                               ---------------------------------
                                               [Insert Name of Transferor]



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


Dated:             ,
       ------------  ----





                                      B-4
<PAGE>


                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

                  (a) [ ] a beneficial interest in the Global Security (CUSIP
         087851AN1; ISIN US087851AN18), or

                  (b) [ ] a Restricted Definitive Security.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

                  (a) [ ] a beneficial interest in the Global Security (CUSIP
         087851AN1; ISIN US087851AN18); or

                  (b) [ ] a Restricted Definitive Security; or

                  (c) [ ] an Unrestricted Definitive Security, in accordance
         with the terms of the Indenture.







                                      B-5
<PAGE>


                                                                       EXHIBIT C


                        [FORM OF CERTIFICATE OF EXCHANGE]


Beverly Enterprises, Inc.
One Thousand Beverly Way
Fort Smith, Arkansas  72919

The Bank of New York
101 Barclay Street, 21st Floor West
New York, NY  10286
Attention:  Corporate Trust Department

                  Re: 9 5/8% Senior Notes due 2009

CUSIP:
       ----------------

         Reference is hereby made to the Indenture, dated as of April 25, 2001
(the "Indenture"), between Beverly Enterprises, Inc., as issuer (the "Company"),
certain subsidiaries of the Company, as guarantors and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         ____________ (the "Owner") owns and proposes to exchange the
Security[ies] or interest in such Security[ies] specified herein, in the
principal amount of $____________ in such Security[ies] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

1. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL SECURITY FOR UNRESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL SECURITY:

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Security for a beneficial interest in an Unrestricted Global Security in
an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Securities and pursuant to and in accordance with the
United States Securities Act of 1933, as amended (the "Securities Act"), (iii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global
Security is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

         (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Security for
an Unrestricted Definitive Security, the Owner hereby certifies (i) the
Definitive Security is being acquired for the Owner's own account without
transfer, (ii)


                                       C-1
<PAGE>


such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Securities and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Security is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In connection with the
Owner's Exchange of a Restricted Definitive Security for a beneficial interest
in an Unrestricted Global Security, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Securities and pursuant to and
in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

         (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO
UNRESTRICTED DEFINITIVE SECURITY. In connection with the Owner's Exchange of a
Restricted Definitive Security for an Unrestricted Definitive Security, the
Owner hereby certifies (i) the Unrestricted Definitive Security is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Security
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

2. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL SECURITIES FOR RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL SECURITIES

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY TO RESTRICTED DEFINITIVE SECURITY. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Security for
a Restricted Definitive Security with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Security is being acquired for
the Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Security issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Security and in the Indenture and the Securities Act.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE SECURITY TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In connection with the
Exchange of the Owner's Restricted Definitive Security for a beneficial interest
in the Global Security with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Securities
and pursuant to and in accordance with the Securities Act, and in compliance
with any applicable blue sky securities laws of any state of the United States.


                                       C-2
<PAGE>


Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Security and in the Indenture and the Securities Act.










                                       C-3
<PAGE>


         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                                   -----------------------------
                                                   [Insert Name of Owner]




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


Dated:            ,
       -----------  -----





                                       C-4
<PAGE>


                                                                       EXHIBIT D


                            [FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

Beverly Enterprises, Inc.
One Thousand Beverly Way
Fort Smith, Arkansas  72919

The Bank of New York
101 Barclay Street, 21st Floor West
New York, NY  10286
Attention:  Corporate Trust Department

                  Re: 9 5/8% Senior Notes due 2009

         Reference is hereby made to the Indenture, dated as of April 25, 2001
(the "Indenture"), between Beverly Enterprises, Inc., as issuer (the "Company"),
certain subsidiaries of the Company, as guarantors and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [ ] a beneficial interest in a Global Security, or

         (b) [ ] a Definitive Security,

         we confirm that:

         1. We understand that any subsequent transfer of the Securities or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Securities or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Securities have not
been registered under the Securities Act, and that the Securities and any
interest therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Securities or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (c) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Securities, at the time of
transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) pursuant to the provisions of




                                      D-1
<PAGE>


Rule 144(k) under the Securities Act or (E) pursuant to an effective
registration statement under the Securities Act, and we further agree to provide
to any person purchasing the Definitive Security or beneficial interest in a
Global Security from us in a transaction meeting the requirements of clauses (A)
through (D) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

         3. We understand that, on any proposed resale of the Securities or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Securities purchased
by us will bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Securities or beneficial interest therein
acquired by us must be effected through one of the Placement Agents.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Securities, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.

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

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                          --------------------------------------
                                          [Insert Name of Accredited Investor]


Dated:            ,                       By:
      ------------  ------------             -----------------------------------
                                             Name:
                                             Title:






                                      D-2