<PAGE>

                                                            EXHIBIT 4.7



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

                            MARINER HEALTH CARE, INC.

                                   as Issuer,

                           The GUARANTORS named herein

                                       and

                   U.S. BANK NATIONAL ASSOCIATION, as Trustee

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

                                    INDENTURE

                          Dated as of December 19, 2003

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

               8-1/4% Senior Subordinated Notes due 2013, Series A
               8-1/4% Senior Subordinated Notes due 2013, Series B

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

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                Indenture
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)........................................................     7.08; 7.10
   (c)........................................................     N.A.
311(a)........................................................     7.11
   (b)........................................................     7.11
   (c)........................................................     N.A.
312(a)........................................................     2.05
   (b)........................................................     13.03
   (c)........................................................     13.03
313(a)........................................................     7.06
   (b)........................................................     7.06
   (c)........................................................     7.06; 13.02
   (d)........................................................     7.06
314(a)........................................................     4.02; 13.02
   (b)........................................................     N.A.
   (c)(1).....................................................     13.04; 13.05
   (c)(2).....................................................     13.04; 13.05
   (c)(3).....................................................     N.A.
   (d)........................................................     N.A.
   (e)........................................................     13.05
   (f)........................................................     N.A.
315(a)........................................................     7.01; 7.02
   (b)........................................................     7.05; 13.02
   (c)........................................................     7.01
   (d)........................................................     7.01; 7.02
   (e)........................................................     6.11
316(a)(last sentence).........................................     2.09
   (a)(1)(A)..................................................     6.05
   (a)(1)(B)..................................................     6.04
   (a)(2).....................................................     8.02
   (b)........................................................     6.07
   (c)........................................................     8.04
317(a)(1).....................................................     6.08
   (a)(2).....................................................     6.09
   (b)........................................................     2.04
318(a) .......................................................     13.01
</TABLE>

                            N.A. means Not Applicable

----------

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a
part of this Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
                                               ARTICLE 1

                               DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                               ARTICLE 2

                                               THE NOTES

Section 2.01.   Form and Dating.........................................................       23
Section 2.02.   Execution and Authentication............................................       23
Section 2.03.   Registrar and Paying Agent..............................................       24
Section 2.04.   Paying Agent to Hold Assets in Trust....................................       24
Section 2.05.   Noteholder Lists........................................................       24
Section 2.06.   Transfer and Exchange...................................................       25
Section 2.07.   Replacement Notes.......................................................       25
Section 2.08.   Outstanding Notes.......................................................       25
Section 2.09.   Treasury Notes..........................................................       26
Section 2.10.   Temporary Notes.........................................................       26
Section 2.11.   Cancellation............................................................       26
Section 2.12.   Defaulted Interest......................................................       26
Section 2.13.   Deposit of Moneys.......................................................       26
Section 2.14.   CUSIP Number............................................................       27
Section 2.15.   Book-Entry Provisions for Global Notes..................................       27
Section 2.16.   Registration of Transfers and Exchanges.................................       28
Section 2.17.   Restrictive Legends.....................................................       31

                                               ARTICLE 3

                                               REDEMPTION

Section 3.01.   Notices to Trustee......................................................       32
Section 3.02.   Selection of Notes to Be Redeemed.......................................       32
Section 3.03.   Notice of Redemption....................................................       32
Section 3.04.   Effect of Notice of Redemption..........................................       33
Section 3.05.   Deposit of Redemption Price.............................................       33
Section 3.06.   Notes Redeemed in Part..................................................       33

                                               ARTICLE 4

                                               COVENANTS

Section 4.01.   Payment of Notes........................................................       34
Section 4.02.   Provision of Financial Statements and Other Information.................       34
Section 4.03.   Waiver of Stay, Extension or Usury Laws.................................       34
Section 4.04.   Compliance Certificate; Notice of Default; Tax Information..............       35
Section 4.05.   Payment of Taxes and Other Claims.......................................       35
</TABLE>

                                       -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
Section 4.06.   Corporate Existence.....................................................       35
Section 4.07.   Maintenance of Office or Agency.........................................       36
Section 4.08.   Compliance with Laws....................................................       36
Section 4.09.   Maintenance of Properties and Insurance.................................       36
Section 4.10.   Limitation on Additional Indebtedness...................................       37
Section 4.11.   Limitation on Restricted Payments.......................................       37
Section 4.12.   Limitation on Investments...............................................       39
Section 4.13.   Limitation on Other Senior Subordinated Indebtedness....................       39
Section 4.14.   Limitation on Creation of Subsidiaries..................................       39
Section 4.15.   Limitation on Asset Sales...............................................       40
Section 4.16.   Limitation on Transactions with Affiliates..............................       42
Section 4.17.   Limitation on Liens.....................................................       43
Section 4.18.   Change of Control.......................................................       43
Section 4.19.   Limitation on Dividend and Other Payment
                      Restrictions Affecting Restricted Subsidiaries....................       45
Section 4.20.   Limitation on Conduct of Business.......................................       46
Section 4.21.   Limitation on Preferred Stock of Restricted Subsidiaries................       46
Section 4.22.   Limitation on Capital Stock of Restricted Subsidiaries..................       47
Section 4.23.   Limitation on Sale and Lease-Back Transactions..........................       47
Section 4.24.   Payments for Consent....................................................       47
Section 4.25.   Limitation on Transfer of Assets........................................       47

                                               ARTICLE 5

                                         SUCCESSOR CORPORATION

Section 5.01.   Limitation on Consolidation, Merger and Sale of Assets..................       48
Section 5.02.   Successor Person Substituted............................................       48

                                               ARTICLE 6

                                         DEFAULTS AND REMEDIES

Section 6.01.   Events of Default.......................................................       49
Section 6.02.   Acceleration............................................................       50
Section 6.03.   Other Remedies..........................................................       51
Section 6.04.   Waiver of Past Defaults and Events of Default...........................       51
Section 6.05.   Control by Majority.....................................................       51
Section 6.06.   Limitation on Suits.....................................................       52
Section 6.07.   Rights of Holders to Receive Payment....................................       52
Section 6.08.   Collection Suit by Trustee..............................................       52
Section 6.09.   Trustee May File Proofs of Claim........................................       52
Section 6.10.   Priorities..............................................................       53
Section 6.11.   Undertaking for Costs...................................................       53

                                               ARTICLE 7

                                                TRUSTEE

Section 7.01.   Duties of Trustee.......................................................       53
Section 7.02.   Rights of Trustee.......................................................       54
Section 7.03.   Individual Rights of Trustee............................................       55
Section 7.04.   Trustee's Disclaimer....................................................       55
Section 7.05.   Notice of Defaults......................................................       55
Section 7.06.   Reports by Trustee to Holders...........................................       55
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
Section 7.07.   Compensation and Indemnity..............................................       55
Section 7.08.   Replacement of Trustee..................................................       56
Section 7.09.   Successor Trustee by Consolidation, Merger or Conversion................       57
Section 7.10.   Eligibility; Disqualification...........................................       57
Section 7.11.   Preferential Collection of Claims Against Company.......................       57

                                               ARTICLE 8

                                  AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.01.   Without Consent of Holders..............................................       57
Section 8.02.   With Consent of Holders.................................................       58
Section 8.03.   Compliance with TIA.....................................................       59
Section 8.04.   Revocation and Effect of Consents.......................................       59
Section 8.05.   Notation on or Exchange of Notes........................................       59
Section 8.06.   Trustee to Sign Amendments, etc.........................................       60

                                               ARTICLE 9

                                   DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.01.   Satisfaction and Discharge of Indenture.................................       60
Section 9.02.   Legal Defeasance........................................................       61
Section 9.03.   Covenant Defeasance.....................................................       61
Section 9.04.   Conditions to Legal Defeasance or Covenant Defeasance...................       62
Section 9.05.   Application of Trust Money..............................................       63
Section 9.06.   Repayment to the Company................................................       63
Section 9.07.   Reinstatement...........................................................       63

                                               ARTICLE 10

                                               GUARANTEE

Section 10.01.  Unconditional Guarantee.................................................       64
Section 10.02.  Severability............................................................       64
Section 10.03.  Limitation on Guarantor's Liability; Contribution.......................       65
Section 10.04.  Successors and Assigns..................................................       65
Section 10.05.  No Waiver...............................................................       65
Section 10.06.  Release of Guarantor....................................................       65
Section 10.07.  Execution of Supplemental Indenture for Future Guarantors...............       66
Section 10.08.  Execution and Delivery of Guarantee.....................................       66
Section 10.09.  Subordination of Subrogation and Other Rights...........................       66

                                               ARTICLE 11

                                       SUBORDINATION OF GUARANTEE

Section 11.01.  Subordination of Guarantee..............................................       66

                                               ARTICLE 12

                                         SUBORDINATION OF NOTES

Section 12.01.  Notes Subordinate to Senior Indebtedness................................       66
</TABLE>

                                      -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>                                                                                           <C>
Section 12.02.  Suspension of Payment When Senior Indebtedness Is in Default............       67
Section 12.03.  Notes Subordinated to Prior Payment of All  Senior Indebtedness
                    on Dissolution, Liquidation or Reorganization of the Company........       68
Section 12.04.  Payments May Be Made Prior to Dissolution...............................       69
Section 12.05.  Holders to Be Subrogated to Rights of Holders of Senior Indebtedness....       69
Section 12.06.  Obligations of the Company Unconditional................................       69
Section 12.07.  Notice to Trustee.......................................................       70
Section 12.08.  Reliance on Judicial Order or Certificate of Liquidation Agent..........       70
Section 12.09.  Trustee's Relation to Senior Indebtedness...............................       70
Section 12.10.  Subordination Rights Not Impaired by Acts or Omissions of the
                    Company or Holders of Senior Indebtedness...........................       70
Section 12.11.  Noteholders Authorize Trustee to Effectuate Subordination of Notes......       71
Section 12.12.  This Article 12 Not to Prevent Events of Default........................       71
Section 12.13.  Trustee's Compensation Not Prejudiced...................................       71

                                               ARTICLE 13

                                             MISCELLANEOUS

Section 13.01.  TIA Controls............................................................       71
Section 13.02.  Notices.................................................................       72
Section 13.03.  Communications by Holders with Other Holders............................       73
Section 13.04.  Certificate and Opinion as to Conditions Precedent......................       73
Section 13.05.  Statements Required in Officers' Certificate and Opinion................       73
Section 13.06.  Rules by Trustee and Agents.............................................       73
Section 13.07.  Business Days; Legal Holidays...........................................       73
Section 13.08.  Governing Law...........................................................       73
Section 13.09.  No Adverse Interpretation of Other Agreements...........................       74
Section 13.10.  No Recourse Against Others..............................................       74
Section 13.11.  Successors..............................................................       74
Section 13.12.  Multiple Counterparts...................................................       74
Section 13.13.  Table of Contents, Headings, etc........................................       74
Section 13.14.  Separability............................................................       74

SCHEDULES

Schedule 1.     Guarantor Subsidiaries..................................................      S-4
Schedule 2.     Non-Material Guarantor Subsidiaries.....................................      S-6

EXHIBITS

Exhibit A.      Form of Series A Note...................................................      A-1
Exhibit B.      Form of Series B Note...................................................      B-1
Exhibit C.      Form of Certificate to Be Delivered upon Exchange or Registration of
                Transfer of Notes.......................................................      C-1
Exhibit D.      Form of Transferee Letter of Representation.............................      D-1
Exhibit E.      Form of Certificate to Be Delivered in Connection with Regulation
                S Transfers.............................................................      E-1
Exhibit F.      Form of Supplemental Indenture..........................................      F-1
</TABLE>

                                      -iv-
<PAGE>

                  INDENTURE, dated as of December 19, 2003 among MARINER HEALTH
CARE, INC., a Delaware corporation (the "Company"), each of the GUARANTORS (as
defined herein) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the "Trustee").

                  The Company has duly authorized the creation of an issue of
Series A 8-1/4% Senior Subordinated Notes due 2013 (the "Initial Notes") and
Series B 8-1/4% Senior Subordinated Notes due 2013 (together with any exchange
notes issued for Additional Notes, the "Exchange Notes") and, to provide
therefor, the Company and each Guarantor have duly authorized the execution and
delivery of this Indenture. All things necessary to make the Notes, when duly
issued and executed by the Company, and authenticated and delivered hereunder,
the valid obligations of the Company, and to make this Indenture a valid and
binding agreement of the Company and the Guarantors, have been done.

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders:

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01. Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person
(including an Unrestricted Subsidiary) existing at the time such Person becomes
a Restricted Subsidiary or is merged into or consolidated with any other Person
or which is assumed in connection with the acquisition of assets from such
Person and, in each case, whether or not incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary or such merger, consolidation or acquisition.

                  "Additional Interest" has the meaning provided to such term in
the Registration Rights Agreement.

                  "Adjusted Net Assets" of any Person at any date shall mean the
lesser of the amount by which

                  (1)      the fair value of the property of such Person exceeds
         the total amount of liabilities, including, without limitation,
         contingent liabilities (after giving effect to all other fixed and
         contingent liabilities), but excluding liabilities under the Guarantee,
         of such Person at such date; and

                  (2)      the present fair salable value of the assets of such
         Person at such date exceeds the amount that will be required to pay the
         probable liability of such Person on its debts (after giving effect to
         all other fixed and contingent liabilities and after giving effect to
         any collection from any Subsidiary of such Person in respect of the
         obligations of such Person under the Guarantee of such Person),
         excluding Indebtedness in respect of the Guarantee of such Person, as
         they become absolute and matured.

                  "Affiliate" means, with respect to any specific Person, any
other Person that directly or indirectly through one or more intermediaries
controls, or is controlled by, or is under common control with, such specified
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling," "controlled by," and "under
common control with"), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that, for purposes of Section
4.16, beneficial ownership of at least 15% of the voting securities of a Person,
either directly or indirectly, shall be deemed to be control.

<PAGE>

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

                  "Asset Acquisition" means

                  (1)      an Investment by the Company or any Restricted
         Subsidiary of the Company in any other Person pursuant to which such
         Person becomes a Restricted Subsidiary of the Company or any Restricted
         Subsidiary of the Company, or is merged with or into the Company or any
         Restricted Subsidiary of the Company; or

                  (2)      the acquisition by the Company or any Restricted
         Subsidiary of the Company of the assets of any Person (other than a
         Restricted Subsidiary of the Company) which constitute all or
         substantially all of the assets of such Person or comprise any division
         or line of business of such Person or any other properties or assets of
         such Person other than in the ordinary course of business.

                  "Asset Sale" means any direct or indirect sale, issuance,
conveyance, assignment, transfer, lease or other disposition (including any Sale
and Lease-Back Transaction), other than to the Company or any of its Restricted
Subsidiaries, in any single transaction or series of related transactions of

                  (1)      any Capital Stock of or other equity interest in any
         Restricted Subsidiary of the Company; or

                  (2)      any other property or assets owned by the Company or
         any Restricted Subsidiary thereof;

provided that Asset Sales do not include:

                  (1)      a transaction or series of related transactions that
         involves assets having a fair market value or for which the Company or
         its Restricted Subsidiaries receive aggregate consideration of less
         than $5.0 million;

                  (2)      sales or leases of equipment, inventory or accounts
         receivable in the ordinary course of business and consistent with past
         practices;

                  (3)      the sale, lease, conveyance, disposition or other
         transfer of all or substantially all of the assets of the Company as
         permitted under Section 5.01 hereof;

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

                  (5)      a Restricted Payment or Permitted Investment which is
         permitted under Section 4.11;

                  (6)      a sale, issuance, conveyance, assignment, transfer,
         lease, sublease or other disposition of assets to the Company or to any
         Restricted Subsidiary of the Company or to any other Person if after
         giving effect to such transaction such other Person becomes a
         Restricted Subsidiary of the Company;

                  (7)      operating leases entered into in the ordinary course
         of business pursuant to ordinary business terms, provided that the
         lease of a health care facility shall not be considered to be in the
         ordinary course of business but leases of portions of health care
         facilities to service providers shall be considered to be in the
         ordinary course of business;

                  (8)      a sale, conveyance, transfer, lease or other
         disposition of worn out or surplus property;

                  (9)      subleases of any non-performing or under-performing
         health care facility, or any health care facility located in a non-core
         market of the Company, on arm's-length commercial terms at fair market
         value (giving due regard to the value of divesting an unprofitable
         health care facility), and in any event for aggregate consideration
         (excluding periodic rental payments, percentage rent and other
         customary pay-

                                      -2-
<PAGE>

         ments under the sublease characterized as "additional rents" or
         security deposits, but including any other lump sum payments) since the
         Issue Date of less than $1.0 million;

                  (10)     the sale, conveyance, transfer, lease or other
         disposition pursuant to any foreclosure of assets; and

                  (11)     the sale or other transfer for value of all or
         substantially all of the stock pledged pursuant to the Formation Note
         or the assets of the entity whose stock is so pledged in connection
         with the enforcement, negotiation or award of other remedies under the
         Formation Note.

                  "Asset Sale Proceeds" means, with respect to any Asset Sale,

                  (1)      cash received by the Company or any Restricted
         Subsidiary of the Company from such Asset Sale (including cash received
         as consideration for the assumption of liabilities incurred in
         connection with or in anticipation of such Asset Sale), after

                           (a)      provision for all income or other taxes
                  measured by or resulting from such Asset Sale,

                           (b)      payment of all brokerage commissions,
                  underwriting and other fees and expenses related to such Asset
                  Sale,

                           (c)      provision for minority interest holders in
                  any Restricted Subsidiary of the Company as a result of such
                  Asset Sale,

                           (d)      repayment of Indebtedness that is secured by
                  the assets subject to such Asset Sale or otherwise required to
                  be repaid in connection with such Asset Sale, and

                           (e)      deduction of appropriate amounts to be
                  provided by the Company or a Restricted Subsidiary of the
                  Company as a reserve, in accordance with GAAP, against any
                  liabilities associated with the assets sold or disposed of in
                  such Asset Sale and retained by the Company or a Restricted
                  Subsidiary after such Asset Sale, including, without
                  limitation, pension and other post-employment benefit
                  liabilities and liabilities related to environmental matters
                  or against any indemnification obligations associated with the
                  assets sold or disposed of in such Asset Sale; and

                  (2)      promissory notes and other non-cash consideration
         received by the Company or any Restricted Subsidiary of the Company
         from such Asset Sale or other disposition upon the liquidation or
         conversion of such promissory notes or non-cash consideration into
         cash.

                  "Attributable Indebtedness" in respect of a Sale and
Lease-Back Transaction means, as at the time of determination, the greater of:

                  (1)      the fair value of the property subject to such
         arrangement; and

                  (2)      the present value (discounted at the rate of interest
         implicit in such transaction, determined in accordance with GAAP) of
         the total obligations of the lessee for rental payments during the
         remaining term of the lease included in such Sale and Lease-Back
         Transaction (including any period for which such lease has been
         extended).

                  "Available Asset Sale Proceeds" means, with respect to any
Asset Sale, the aggregate Asset Sale Proceeds from such Asset Sale that have not
been applied in accordance with clause (A)(3)(a) or (A)(3)(b) of Section 4.15
and that have not been the basis for an Excess Proceeds Offer in accordance with
clause (A)(3)(c) of Section 4.15.

                                      -3-
<PAGE>

                  "Board of Directors" means, as to any Person, the board of
directors of such Person or any duly authorized committee thereof.

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

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated and
whether or not voting) of corporate stock, partnership or limited liability
company interests or any other participation, right or other interest in the
nature of an equity interest in such Person, including, without limitation,
Common Stock and Preferred Stock of such Person, or any option, warrant or other
security convertible into any of the foregoing.

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

                  "Cash Equivalents" means:

                  (1)      marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States Government or issued
         by any agency or instrumentality thereof and backed by the full faith
         and credit of the United States, in each case maturing within one year
         from the date of acquisition thereof;

                  (2)      marketable direct obligations issued by any state of
         the United States of America or any political subdivision of any such
         state or any public instrumentality thereof maturing within one year
         from the date of acquisition thereof and, at the time of acquisition,
         having one of the two highest ratings obtainable from either Standard &
         Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") or
         Moody's Investors Service, Inc. ("Moody's");

                  (3)      commercial paper maturing no more than one year from
         the date of creation thereof and, at the time of acquisition, having a
         rating of at least A-1 from S&P or at least P-1 from Moody's;

                  (4)      certificates of deposit or bankers' acceptances
         maturing within one year from the date of acquisition thereof issued by
         any bank organized under the laws of the United States of America or
         any state thereof or the District of Columbia or any U.S. branch of a
         foreign bank having at the date of acquisition thereof combined capital
         and surplus of not less than $250.0 million;

                  (5)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clause
         (1) or (4) above entered into with any bank meeting the qualifications
         specified in clause (4) above; and

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

                  "Certificated Notes" means one or more certificated Notes in
registered form.

                  A "Change of Control" of the Company shall be deemed to have
occurred at such time as

                  (1)      any Person or group of related Persons for purposes
         of Section 13(d) of the Exchange Act (a "Group"), becomes the
         beneficial owner (as defined under Rule 13d-3 or any successor rule or
         regulation promulgated under the Exchange Act, except that a Person
         will be deemed to have "beneficial ownership" of all securities that
         such Person has the right to acquire, whether such right is exercisable
         immediately or only after the passage of time) of 50% or more of the
         total voting power of the Company's Capital Stock;

                                      -4-
<PAGE>

                  (2)      there is consummated any sale, lease, exchange or
         other transfer (in one transaction or a series of related transactions)
         of all or substantially all of the assets of the Company to any Person
         or Group, together with any Affiliates thereof (whether or not
         otherwise in compliance with the provisions hereof);

                  (3)      during any period of two consecutive years,
         individuals who at the beginning of such period constituted the Board
         of Directors of the Company (together with any new directors whose
         election by such Board of Directors or whose nomination for election by
         the shareholders of the Company has been approved by a majority of the
         directors then still in office who either were directors at the
         beginning of such period or whose election or recommendation for
         election was previously so approved) cease to constitute a majority of
         the Board of Directors of the Company; or

                  (4)      the approval by the holders of Capital Stock of the
         Company of any plan or proposal for the liquidation or dissolution of
         the Company (whether or not otherwise in compliance with the provisions
         hereof).

                  "Commission" means the United States Securities and Exchange
Commission.

                  "Common Stock" of any Person means all Capital Stock of such
Person that is generally entitled to

                  (1)      vote in the election of directors of such Person; or

                  (2)      if such Person is not a corporation, vote or
         otherwise participate in the selection of the governing body, partners,
         managers or others that will control the management and policies of
         such Person.

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

                  "Consolidated Fixed Charge Coverage Ratio" means, with respect
to any Person, the ratio of EBITDA of such Person during the four full fiscal
quarters for which internal financial statements are available (the "Four
Quarter Period") ending on or prior to the date of the transaction giving rise
to the need to calculate the Consolidated Fixed Charge Coverage Ratio (the
"Transaction Date") to Consolidated Fixed Charges of such Person for the Four
Quarter Period. In addition to and without limitation of the foregoing, for
purposes of this definition, "EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

                  (1)      the incurrence or repayment of any Indebtedness of
         such Person or any of its Restricted Subsidiaries or the issuance or
         redemption or other repayment of Preferred Stock of any such Restricted
         Subsidiary giving rise to the need to make such calculation and any
         incurrence or repayment of other Indebtedness and, in the case of any
         Restricted Subsidiary, the issuance or redemption or other repayment of
         Preferred Stock, other than the incurrence or repayment of Indebtedness
         in the ordinary course of business for working capital purposes
         pursuant to working capital facilities, occurring during the Four
         Quarter Period or at any time subsequent to the last day of the Four
         Quarter Period and on or prior to the Transaction Date, and the
         application of the proceeds of any such incurrence, repayment,
         issuance, redemption or other payment (regardless of whether such
         proceeds are applied before, on or after the Transaction Date), as if
         such incurrence or repayment or issuance or redemption or other
         repayment, as the case may be (and the application of the proceeds
         thereof), occurred on the first day of the Four Quarter Period; and

                  (2)      any Asset Sales or Asset Acquisitions (including,
         without limitation, any Asset Acquisition giving rise to the need to
         make such calculation as a result of such Person or one of its
         Restricted Subsidiaries (including any Person who becomes a Restricted
         Subsidiary as a result of the Asset Acquisition) incurring, assuming or
         otherwise being liable for Acquired Indebtedness and also including any
         EBITDA (provided that such EBITDA will be included only to the extent
         that Consolidated Net Income would be includable pursuant to the
         definition of "Consolidated Net Income") (including any pro forma
         expense and

                                      -5-
<PAGE>

         cost reductions calculated on a basis consistent with Regulation S-X of
         the Exchange Act) attributable to the assets which are the subject of
         the Asset Acquisition or Asset Sale during the Four Quarter Period)
         occurring during the Four Quarter Period or at any time subsequent to
         the last day of the Four Quarter Period and on or prior to the
         Transaction Date, as if such Asset Sale or Asset Acquisition (including
         the incurrence, assumption or liability for any such Acquired
         Indebtedness) occurred on the first day of the Four Quarter Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if such Person or
any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness. Furthermore, in calculating "Consolidated
Fixed Charges" for purposes of determining the denominator (but not the
numerator) of this "Consolidated Fixed Charge Coverage Ratio,"

                  (1)      interest on outstanding Indebtedness determined on a
         fluctuating basis as of the Transaction Date and which will continue to
         be so determined thereafter shall be deemed to have accrued at a fixed
         rate per annum equal to the rate of interest on such Indebtedness in
         effect on the Transaction Date;

                  (2)      if interest on any Indebtedness actually incurred on
         the Transaction Date may optionally be determined at an interest rate
         based upon a factor of a prime or similar rate, a eurocurrency
         interbank offered rate, or other rates, then the interest rate in
         effect on the Transaction Date will be deemed to have been in effect
         during the Four Quarter Period; and

                  (3)      notwithstanding clause (1) above, interest on
         Indebtedness determined on a fluctuating basis, to the extent such
         interest is covered by one or more agreements in respect of Hedging
         Obligations, shall be deemed to accrue at the rate per annum resulting
         after giving effect to the operation of such agreements.

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

                  (1)      Consolidated Interest Expense, plus

                  (2)      the product of

                           (a)      the amount of all dividend payments (whether
                  or not in cash) on any series of Preferred Stock of such
                  Person and its Restricted Subsidiaries (except for dividends
                  paid in Capital Stock, other than Disqualified Capital Stock,
                  and dividends paid to such Person or its Restricted
                  Subsidiaries) paid, accrued or scheduled to be paid or accrued
                  during such period, times

                           (b)      a fraction, the numerator of which is one
                  and the denominator of which is one minus the then current
                  effective consolidated federal, state and local tax rate of
                  such Person, expressed as a decimal.

                  "Consolidated Interest Expense" means, with respect to any
Person, for any period, the aggregate amount of net interest expense which, in
conformity with GAAP, would be set forth opposite the caption "interest expense"
or any like caption on an income statement for such Person and its Restricted
Subsidiaries on a consolidated basis including, but not limited to,

                  (1)      imputed interest included in Capitalized Lease
         Obligations and Attributable Indebtedness;

                  (2)      all commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financing;

                  (3)      the net payment obligations associated with Hedging
         Obligations;

                                      -6-
<PAGE>

                  (4)      amortization of financing fees and expenses and the
         write-off of deferred financing costs;

                  (5)      the interest portion of any deferred payment
         obligation;

                  (6)      amortization of discount or premium, if any;

                  (7)      all non-cash interest expense (other than interest
         amortized to cost of sales);

                  (8)      all capitalized interest for such period; and

                  (9)      all interest incurred or paid under any guarantee of
         Indebtedness (including a guarantee of principal, interest or any
         combination thereof) of any Person.

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

                  (1)      the Net Income of any Person, other than a Restricted
         Subsidiary of the referent Person, shall be included only to the extent
         of the amount of dividends or distributions paid to the referent Person
         or a Restricted Subsidiary of such referent Person;

                  (2)      the Net Income (but not to the extent Net Income
         represents a loss) of any Restricted Subsidiary of the Person in
         question that is subject to any restriction or limitation on the
         payment of dividends or the making of other distributions shall be
         excluded to the extent of such restriction or limitation;

                  (3)      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;

                  (4)      any net gain (but not loss) resulting from an Asset
         Sale by the Person in question or any of its Restricted Subsidiaries
         other than in the ordinary course of business shall be excluded;

                  (5)      extraordinary gains and losses shall be excluded;

                  (6)      income or loss attributable to discontinued
         operations (including, without limitation, operations disposed of
         during such period whether or not such operations were classified as
         discontinued) shall be excluded; and

                  (7)      in the case of a successor to the referent Person by
         consolidation or merger or as a transferee of the referent Person's
         assets, any earnings of the successor corporation prior to such
         consolidation, merger or transfer of assets shall be excluded.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time this Indenture shall be principally administered,
which office at the date of execution of this Indenture is located at U.S. Bank
National Association, Corporate Trust Services, 3384 Peachtree Road, N.E., Suite
200, Atlanta, Georgia 30326.

                  "Credit Agreement" means the Credit and Guaranty Agreement
dated as of December 19, 2003, among the Company, the Company's Subsidiaries
which are parties thereto as guarantors, the various lenders, CIBC World
Markets, J.P. Morgan Securities Inc. and Lehman Brothers Inc., as joint lead
arrangers, JPMorgan Chase Bank, and Lehman Commercial Paper Inc., as
co-syndication agents, and Canadian Imperial Bank of Commerce, as administrative
agent and collateral agent, together with the related documents thereto
(including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (provided that such increase in borrowings is
permitted under

                                      -7-
<PAGE>
Section 4.10 hereof) or adding Restricted Subsidiaries of the Company as
additional borrowers or guarantors thereunder) all or any portion of the
Indebtedness under such agreement or any successor or replacement agreement and
whether by the same or any other agent, lender or group of lenders.

                  "Credit Facility" means one or more debt facilities or
agreements (including, without limitation, the Credit Agreement) or commercial
paper facilities or other debt instruments, in each case with banks or other
institutional lenders or other investors providing for revolving credit loans,
term loans, receivables financings (including through the sale of receivables)
or letters of credit, in each case, as amended, restated, modified, renewed,
refunded, replaced, restructured or refinanced (including any agreement to
increase the amount of available borrowings thereunder, extend the maturity
thereof and add additional borrowers or guarantors) in whole or in part from
time to time under the same or any other agent, lender, group of lenders or
investors.

                  "Default" means an event or condition the occurrence of which
is, or with the lapse of time or the giving of notice or both would be, an Event
of Default.

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

                  "Designated Senior Indebtedness," as to the Company or any
Guarantor, as the case may be, means

                  (1)      any Senior Indebtedness under the Credit Facility;
         and

                  (2)      any other Senior Indebtedness which at the time of
         determination exceeds $25.0 million in aggregate principal amount (or
         accreted value in the case of Indebtedness issued at a discount)
         outstanding or available under a committed facility, which is
         specifically designated in the instrument evidencing such Senior
         Indebtedness as "Designated Senior Indebtedness" by such Person and as
         to which the Trustee has been given written notice of such designation.

                  "Disqualified Capital Stock" means any Capital Stock of a
Person or a Restricted Subsidiary thereof which, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable at
the option of the holder), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the maturity date of the Notes, for cash or securities constituting
Indebtedness. Without limitation of the foregoing, Disqualified Capital Stock
shall be deemed to include any Preferred Stock of a Person or a Restricted
Subsidiary of such Person, with respect to either of which, under the terms of
such Preferred Stock, by agreement or otherwise, such Person or Restricted
Subsidiary is obligated to pay current dividends or distributions in cash during
the period prior to the maturity date of the Notes; provided, however, that
Preferred Stock of a Person or any Restricted Subsidiary thereof that is issued
with the benefit of provisions requiring a change of control offer to be made
for such Preferred Stock in the event of a change of control of such Person or
Restricted Subsidiary, which provisions have substantially the same effect as
the provisions described under Section 4.18 hereof, shall not be deemed to be
Disqualified Capital Stock solely by virtue of such provisions.

                  "Divestitures" means, with respect to the Company and its
Restricted Subsidiaries, (i) the sale of 18 facilities and the termination of
seven capital leases and two operating leases in the State of Florida; and (ii)
the sale of one facility and the termination of two operating leases in the
State of Louisiana; to the extent such sales and terminations are consummated
during the fourth quarter of the Company's fiscal year 2003.

                  "EBITDA" means, with respect to any Person and its Restricted
Subsidiaries, for any period, an amount equal to

                  (1)      the sum of

                           (a)      Consolidated Net Income for such period,
                  plus

                                      -8-
<PAGE>

                           (b)      the provision for taxes for such period
                  based on income or profits to the extent such income or
                  profits were included in computing Consolidated Net Income and
                  any provision for taxes utilized in computing net loss under
                  clause (a) hereof, plus

                           (c)      Consolidated Interest Expense for such
                  period, plus

                           (d)      depreciation for such period on a
                  consolidated basis, plus

                           (e)      amortization of intangibles for such period
                  on a consolidated basis, plus

                           (f)      without duplication, any non-recurring fees,
                  charges or other expenses reducing Consolidated Net Income
                  that are directly related to the Divestitures and were taken
                  or recorded in the fourth quarter of fiscal year 2003, in an
                  aggregate amount not to exceed $50.0 million, plus

                           (g)      any reasonable non-recurring cash charges
                  related to any acquisition or Asset Sale permitted under the
                  Indenture (including without limitation those relating to
                  accruals for accounts receivable, accruals for insurance,
                  severance expenses and legal, investment banking and other
                  professional fees) and, in each case, deducted in such period
                  in computing Consolidated Net Income, plus

                           (h)      any other non-cash items reducing
                  Consolidated Net Income for such period, other than non-cash
                  items that represent accruals of, or reserves for, cash
                  disbursements to be made in any future period; minus

                  (2)      all non-cash items increasing Consolidated Net Income
         for such period, all for such Person and its Restricted Subsidiaries
         determined on a consolidated basis in accordance with GAAP;

provided, however, that, for purposes of calculating EBITDA during any fiscal
quarter, cash income from a particular Investment (other than a Restricted
Subsidiary) of such Person shall be included only

                  (1)      if cash income has been received by such Person with
         respect to such Investment during each of the previous four fiscal
         quarters, or

                  (2)      if the cash income derived from such Investment is
         attributable to Cash Equivalents.

                  "Equity Offering" means any public or private sale of Capital
Stock of the Company (other than Disqualified Capital Stock) made for cash on a
primary basis after the Issue Date.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

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

                  "Excluded Entities" means Brightview of Bel Air, LLC; Global
Healthcare -- Bethesda, LLC; Mariner Health of Bel Air, LLC; Mariner Health of
Forest Hill, LLC; New Hanover/Mariner Health, LLC; Tampa Health Properties,
Ltd.; Westbury Associates, L.P.; and Forum Purchasing, LLC.

                  "fair market value" means, with respect to any asset or
property, the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair market value shall be determined by the Board of Directors of
either the Company or the Guarantor, as applicable, which has the interest in
the assets or property for which the fair market value is being determined,
acting reasonably and in good faith and shall be evidenced by a Board Resolution
of such Board of Directors.

                                      -9-
<PAGE>

                  "Formation Note" means, collectively, (a) that certain
Promissory Note dated October 1, 2003, executed by FC Properties III, LLC and
payable to the order of the Company in the original principal amount of
$13,086,957, and (b) that certain Pledge and Security Agreement dated as of
October 1, 2003, executed by FC Properties III, LLC in favor of the Company,
pledging the equity interests owned by FC Properties III, LLC in Formation
Properties III, LLC and the latter's managing member, as security for such
Promissory Note.

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

                  "Guarantee" means the guarantee by each Guarantor of the
Obligations of the Company with respect to the Notes.

                  "Guarantor" means the issuer at any time of a Guarantee (so
long as such Guarantee remains outstanding) and shall include all Restricted
Subsidiaries of the Company existing as of the Issue Date other than the
Non-Guarantor Subsidiaries.

                  "Hedging Obligations" means, with respect to any Person, the
net payment obligations of such Person under (a) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements and (b) other
agreements or arrangements entered into in order to protect such Person against
fluctuations in commodity prices, interest rates or currency exchange rates.

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

                  "incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "incurrence," "incurred," "incurable," and "incurring" shall
have meanings correlative to the foregoing); provided that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness.

                  "Indebtedness" means (without duplication), with respect to
any Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property if and to the extent any of the foregoing indebtedness
would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, and shall also include, to the extent not otherwise
included:

                  (1)      any Capitalized Lease Obligations of such Person;

                  (2)      obligations secured by a Lien to which the property
         or assets owned or held by such Person is subject, whether or not the
         obligation or obligations secured thereby have been assumed;

                  (3)      guarantees of (or obligations with respect to letters
         of credit supporting) items of other Persons which would be included
         within this definition for such other Persons (whether or not such
         items would appear upon the balance sheet of the guarantor);

                  (4)      all obligations for the reimbursement of any obligor
         on any letter of credit, banker's acceptance or similar credit
         transaction;

                  (5)      Disqualified Capital Stock of such Person or any
         Restricted Subsidiary thereof and any Preferred Stock of a Restricted
         Subsidiary of such Person incurred under Section 4.21 hereof; and

                                      -10-
<PAGE>

                  (6)      Hedging Obligations of any such Person applicable to
         any of the foregoing (if and to the extent such Hedging Obligations
         would appear as a liability upon a balance sheet of such Person
         prepared in accordance with GAAP).

The amount of Indebtedness of any Person at any date will be the outstanding
balance at such date of all unconditional obligations as described above and,
with respect to contingent obligations, the maximum liability upon the
occurrence of the contingency giving rise to the obligation; provided that

                  (1)      the amount outstanding at any time of any
         Indebtedness issued with original issue discount is the principal
         amount of such Indebtedness less the remaining unamortized portion of
         the original issue discount of such Indebtedness at such time as
         determined in conformity with GAAP; and

                  (2)      Indebtedness shall not include:

                           (a)      any liability for federal, state, local or
                  other taxes, and

                           (b)      any accounts payable, trade payables and
                  other accrued liabilities arising from the purchase of goods
                  or materials or for services obtained in the ordinary course
                  of business.

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

                  "Independent Financial Advisor" means an investment banking
firm of national reputation in the United States which, in the judgment of the
Board of Directors of the Company, is independent and qualified to perform the
task for which it is to be engaged.

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

                  "Initial Purchasers" means CIBC World Markets Corp., J.P.
Morgan Securities Inc., Lehman Brothers Inc. and Citigroup Global Markets, Inc.

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

                  "Insurance Subsidiaries" means MPN Insurance Company, Ltd. and
GCI Indemnity, Inc. and all future captive insurance subsidiaries of the Company
created after the Issue Date.

                  "Interest Payment Date" means June 15 and December 15,
commencing June 15, 2004.

                  "Investments" means, with respect of any Person, directly or
indirectly, any advance, account receivable (other than an account receivable
arising in the ordinary course of business of such Person), loan or capital
contribution to (by means of transfers of property to others, payments for
property or services for the account or use of others or otherwise), the
purchase of any Capital Stock, bonds, notes, debentures, partnership or joint
venture interests or other securities of, the acquisition, by purchase or
otherwise, of all or substantially all of the business or assets or stock or
other evidence of beneficial ownership of, any Person or the making of any
investment in any Person. Investments exclude:

                  (1)      extensions of trade credit on commercially reasonable
         terms in accordance with normal trade practices of such Person; and

                  (2)      the repurchase of securities of any Person by such
         Person.

(1) For the purposes of Section 4.11 hereof, "Investments" (a) include and are
valued at the fair market value of the net assets of any Restricted Subsidiary
at the time that such Restricted Subsidiary is designated an Unrestricted
Subsidiary and (b) exclude the fair market value of the net assets of any
Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is
designated a Restricted Subsidiary; provided that in no event may such amount
exceed the

                                      -11-
<PAGE>

net amount of any Investments constituting Restricted Payments made in such
Subsidiary after the Issue Date; and (2) other than for purposes of determining
the amount of Restricted Payments made since the Issue Date to determine
compliance with Section 4.11 hereof, the amount of any Investment shall be the
original cost of such Investment plus the cost of all additional Investments by
the Company or any of its Restricted Subsidiaries, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, reduced by the (i) amount returned in cash with
respect to such Investment whether through interest payments, principal
payments, dividends or other distributions and (ii) proceeds received by the
Company or any of its Restricted Subsidiaries from the disposition, retirement
or redemption of all or any portion of such Investment; provided that the
aggregate of all such reductions may not exceed the amount of such initial
Investment plus the cost of all additional Investments; provided, further, that
no such payment of distributions or receipt of any such other amounts may reduce
the amount of any Investment if such payment of distributions or receipt of any
such amounts would be included in Consolidated Net Income. If the Company or any
Restricted Subsidiary of the Company sells or otherwise disposes of any Common
Stock of any direct or indirect Restricted Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Restricted Subsidiary
would no longer constitute a "Subsidiary" of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Common Stock of such Restricted Subsidiary
not sold or disposed of.

                  "Issue Date" means the date the Initial Notes are first issued
by the Company and authenticated by the Trustee under this Indenture.

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

                  "Maturity Date" means December 15, 2013.

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

                  "Net Proceeds" means

                  (1)      in the case of any sale of Capital Stock by or equity
         contribution to any Person, the aggregate net cash proceeds received by
         such Person, after payment of expenses, commissions and the like
         incurred in connection therewith;

                  (2)      in the case of any exchange, exercise, conversion or
         surrender of outstanding securities of any kind for or into shares of
         Capital Stock of the Company which is not Disqualified Capital Stock,
         the net book value of such outstanding securities on the date of such
         exchange, exercise, conversion or surrender (plus any additional amount
         required to be paid by the holder to such Person upon such exchange,
         exercise, conversion or surrender, less any and all payments made to
         the holders, e.g., on account of fractional shares and less all
         expenses incurred by such Person in connection therewith); and

                  (3)      in the case of any issuance of any Indebtedness by
         the Company or any Subsidiary, the aggregate net cash proceeds received
         by such Person after the payment of expenses, commissions, underwriting
         discounts and the like incurred in connection therewith.

                  "Non-Guarantor Subsidiaries" means the PHCMI Group Members,
the Insurance Subsidiaries and any Special Purpose Refinancing Subsidiary.

                  "Non-Material Guarantor Subsidiaries" means the Guarantors set
forth on Schedule 2 hereto, which shall, as of the Issue Date in the aggregate
account for less than 5% of the Company's consolidated total assets,
shareholder's equity or operating income.

                                      -12-
<PAGE>

                  "Non-Payment Default" means any event (other than a Payment
Default) the occurrence of which entitles one or more Persons to accelerate the
maturity of any Designated Senior Indebtedness.

                  "Notes" means the Initial Notes, Additional Notes, if any, and
the Exchange Notes 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.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements (including, without limitation, reimbursement
obligations with respect to letters of credit), damages and other liabilities,
and guarantees of payment of such principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities, payable under
the documentation governing any Indebtedness.

                  "Officer" means, with respect to any Person, the Chief
Executive Officer, the Chief Financial Officer, Chief Accounting Officer,
Treasurer, President or any Vice President of such Person.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the President or any Vice
President and the Chief Financial Officer or any Treasurer of such Person that
shall comply with applicable provisions of this Indenture and delivered to the
Trustee.

                  "Omega Loan" means the non-recourse mortgage notes of PHCMI
issued to Omega Healthcare Investors, Inc. or a Subsidiary thereof.

                  "Opinion of Counsel" means a written opinion from legal
counsel who and which is acceptable to the Trustee complying with the
requirements of this Indenture. Such legal counsel shall be outside counsel and
not an employee of or in-house counsel to the Company.

                  "Pari Passu Indebtedness" means:

                  (1)      with respect to the Company, any Indebtedness which
         ranks pari passu in right of payment to the Notes; and

                  (2)      with respect to any Guarantor, any Indebtedness which
         ranks pari passu in right of payment to such Guarantor's Guarantee of
         the Notes.

                  "Payment Default" means any default, whether or not any
requirement for the giving of notice, the lapse of time or both, or any other
condition to such default becoming an event of default has occurred, in the
payment of principal of, or premium, if any, or interest on or any other amount
payable in connection with Designated Senior Indebtedness.

                  "Permitted Asset Swap" means, with respect to any Person, the
substantially concurrent exchange of assets of such Person for assets of another
Person which are useful to the business of such aforementioned Person.

                  "Permitted Business" means any business that derives a
majority of its revenues from the business engaged in by the Company and its
Subsidiaries on the Issue Date and/or activities that are deemed by the Board of
Directors of the Company to be reasonably similar, ancillary or related to, or a
reasonable extension, development or expansion of, the businesses in which the
Company and its Subsidiaries are engaged on the Issue Date.

                  "Permitted Indebtedness" means

                  (1)      Indebtedness of the Company or any Restricted
         Subsidiary arising under or in connection with the Credit Facility in
         an aggregate principal amount not to exceed the sum of (a) $245.0
         million at any time outstanding plus (b) an amount not to exceed $65.0
         million incurred within two (2) years of the Issue Date in accordance
         with the Credit Facility for the sole purpose of repaying or prepaying
         the Omega Loan and related fees and expenses; provided that no
         Indebtedness may be incurred in reliance on this

                                      -13-
<PAGE>

         clause (1)(b) if any Indebtedness has previously been incurred pursuant
         to clause (3) or (14) of this definition of Permitted Indebtedness;

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

                  (3)      Indebtedness under Additional Notes and Guarantees
         thereunder in an aggregate principal amount not to exceed (without
         duplication of such Additional Notes and Guarantees thereof) $65.0
         million incurred within two (2) years of the Issue Date for the sole
         purpose of repaying or prepaying the Omega Loan and related fees and
         expenses; provided that no Indebtedness may be incurred in reliance on
         this clause (3) if any Indebtedness has previously been incurred
         pursuant to clause (1)(b) or (14) of this definition of Permitted
         Indebtedness;

                  (4)      Indebtedness not covered by any other clause of this
         definition which is outstanding on the Issue Date reduced by the amount
         of any mandatory prepayments, permanent reductions or scheduled
         payments actually made thereunder;

                  (5)      Indebtedness of the Company to any Restricted
         Subsidiary and Indebtedness of any Restricted Subsidiary to the Company
         or another Restricted Subsidiary, in each case subject to no Lien held
         by a Person other than the Company; provided, however, that:

                           (a)      (i) if the Company is the obligor on such
                  Indebtedness or (ii) any Guarantor is the obligor on such
                  Indebtedness, other than if the Indebtedness is owed to the
                  Company, then, in each case, such Indebtedness must be
                  expressly subordinate in right of payment to the prior payment
                  in full in cash of all obligations with respect to the Notes,
                  in the case of the Company, or the Guarantee of such
                  Guarantor, in the case of a Guarantor; and

                           (b)      if as of any date any Person other than the
                  Company or a Restricted Subsidiary of the Company owns or
                  holds any such Indebtedness or if as of any date any Person
                  other than the Company holds a Lien in respect of such
                  Indebtedness, such date shall be deemed to be the incurrence
                  of Indebtedness not constituting Permitted Indebtedness by the
                  issuer of such Indebtedness;

                  (6)      Purchase Money Indebtedness and Capitalized Lease
         Obligations incurred to acquire property in the ordinary course of
         business which Purchase Money Indebtedness and Capitalized Lease
         Obligations do not in the aggregate exceed the greater of 3.5% of the
         Company's consolidated tangible assets or $25.0 million at any one time
         outstanding;

                  (7)      Indebtedness of the Company or any Restricted
         Subsidiary arising from the honoring by a bank or other financial
         institution of a check, draft or similar instrument inadvertently
         (except in the case of daylight overdrafts) drawn against insufficient
         funds in the ordinary course of business; provided that such
         Indebtedness is extinguished within two business days of incurrence;

                  (8)      the incurrence by the Company or any Restricted
         Subsidiary of Hedging Obligations that are incurred in the ordinary
         course of business of the Company or such Restricted Subsidiary and not
         for speculative purposes; provided that, in the case of any Hedging
         Obligation that relates to:

                           (a)      interest rate risk, the notional principal
                  amount of such Hedging Obligation at the time such Hedging
                  Obligation is incurred does not exceed the principal amount of
                  the Indebtedness to which such Hedging Obligation relates; and

                           (b)      currency risk, such Hedging Obligation does
                  not increase the Indebtedness of the Company and its
                  Restricted Subsidiaries outstanding other than as a result of
                  fluctuations in foreign currency exchange rates or by reason
                  of fees, indemnities and compensation payable thereunder;

                                      -14-
<PAGE>

                  (9)      Refinancing Indebtedness;

                  (10)     the guarantee by the Company or any of the Guarantors
         of Indebtedness of the Company or a Restricted Subsidiary of the
         Company that was permitted to be incurred by another provision under
         Section 4.10;

                  (11)     Indebtedness incurred by the Company or any
         Restricted Subsidiary arising from agreements providing for
         indemnification, adjustment of purchase price or similar obligations,
         or from guarantees or letters of credit, surety bonds or performance
         bonds securing the performance of the Company or any such Restricted
         Subsidiary pursuant to such agreements, in connection with permitted
         acquisitions or permitted dispositions of any business, assets or
         Subsidiary of the Company or any Restricted Subsidiary;

                  (12)     Indebtedness which may be deemed to exist pursuant to
         any guarantees, performance, surety, statutory, appeal or similar
         obligations incurred in the ordinary course of business;

                  (13)     guarantees in the ordinary course of business of the
         obligations of suppliers, customers, franchises and licensees of the
         Company and any Restricted Subsidiary;

                  (14)     the incurrence within two (2) years of the Issue Date
         by a PHCMI Group Member, Special Purpose Refinancing Subsidiary or
         other Subsidiary of the Company of Indebtedness in connection with a
         Permitted Omega Refinancing Transaction; provided that no Indebtedness
         may be incurred in reliance on this clause (14) if any Indebtedness has
         previously been incurred pursuant to clause (1)(b) or (3) of this
         definition of Permitted Indebtedness and (ii) with respect to
         Indebtedness incurred by a Special Purpose Refinancing Subsidiary, such
         Indebtedness is otherwise non-recourse to the assets of the Company and
         its Restricted Subsidiaries other than such Special Purpose Refinancing
         Subsidiary (subject to customary nonrecourse exceptions for fraud,
         misappropriation of funds and the like); and

                  (15)     additional Indebtedness of the Company and its
         Restricted Subsidiaries not to exceed $30.0 million in aggregate
         principal amount at any one time outstanding.

For purposes of determining compliance with Section 4.10, in the event that an
item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (15)
above, or is entitled to be incurred under the Consolidated Fixed Charge
Coverage Ratio test, the Company and its Restricted Subsidiaries shall be
permitted to classify such item of Indebtedness on the date of its incurrence,
and later reclassify all or a portion of such item of Indebtedness, in any
manner that complies with Section 4.10.

                  "Permitted Investments" means Investments made on or after the
Issue Date consisting of

                  (1)      Investments by the Company, or by a Restricted
         Subsidiary thereof, in the Company or a Restricted Subsidiary;

                  (2)      Investments by the Company, or by a Restricted
         Subsidiary thereof, in a Person, if as a result of such Investment:

                           (a)      such Person becomes a Restricted Subsidiary
                  of the Company or

                           (b)      such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, the
                  Company or a Restricted Subsidiary thereof;

                  (3)      Investments in cash and Cash Equivalents;

                  (4)      reasonable and customary loans made to employees in
         the ordinary course of business, including, without limitation, in
         connection with their relocation or business travel, not to exceed $1.0
         million in the aggregate at any one time outstanding;

                                      -15-
<PAGE>

                  (5)      an Investment that is made by the Company or a
         Restricted Subsidiary thereof in the form of any Capital Stock, bonds,
         notes, debentures, partnership or joint venture interests or other
         securities that are issued by a third party to the Company or such
         Restricted Subsidiary solely as partial consideration for the
         consummation of an Asset Sale that is otherwise permitted under Section
         4.15 hereof;

                  (6)      Investments in securities of trade creditors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers;

                  (7)      Hedging Obligations entered into in the ordinary
         course of the Company's or its Subsidiaries' business and not for
         speculative purposes;

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

                  (9)      loans or advances to officers, directors and
         employees of the Company or any of its Restricted Subsidiaries made for
         bona fide business purposes or to purchase Capital Stock of the
         Company, not in excess of $3.0 million in the aggregate at any time
         outstanding (excluding any amounts received by the Company or any of
         its Restricted Subsidiaries as a repayment of such loans or advances in
         connection with the purchase, redemption or other acquisition or
         retirement for value of such Capital Stock);

                  (10)     deposits, prepayments and other credits to suppliers
         made in the ordinary course of business consistent with past practices
         of the Company and its Restricted Subsidiaries;

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

                  (12)     Investments existing on the date hereof;

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

                  (14)     additional Investments not to exceed the greater of
         2.5% of the Company's consolidated tangible assets or $25.0 million at
         any one time outstanding.

                  "Permitted Omega Refinancing Transaction" means (i) the
incurrence by a PHCMI Group Member or other Restricted Subsidiary of the Company
of Indebtedness in an aggregate principal amount not to exceed $65.0 million the
proceeds of which are used solely to repay the then outstanding Omega Loan and
related interest fees and expenses in full or (ii) the sale, transfer or other
disposition of the skilled nursing facilities owned or leased by PHCMI to a
Special Purpose Refinancing Subsidiary and the incurrence by such Special
Purpose Refinancing Subsidiary of Indebtedness in an aggregate principal amount
not to exceed $65.0 million in connection with such sale or disposition, the
proceeds of which are used solely to repay the then outstanding Omega Loan and
related interest, fees and expenses in full.

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

                  "PHCMI" means Professional Health Care Management, Inc.

                                      -16-
<PAGE>

                  "PHCMI Group Members" means, collectively, Professional Health
Care Management, Inc., Cambridge Bedford, Inc., Cambridge North, Inc., Cambridge
South, Inc., Clintonaire Nursing Home, Inc., Crestmont Health Center, Inc.,
Heritage Nursing Home, Inc., Nightingale East Nursing Center, Inc.,
Middlebelt-Hope Nursing Home, Inc. and Living Centers -- PHCM, Inc.

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

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

                  "Purchase Money Indebtedness" means Indebtedness of any Person
incurred for the purpose of financing all or any part of the purchase price, or
the cost of installation, construction or improvement of, any property or asset.

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

                  "Record Date" for interest payable on any Interest Payment
Date (except a date for payment of default interest) means the June 1 and
December 1 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date.

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

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

                  "Refinancing Indebtedness" means Indebtedness that refunds,
refinances or extends any Indebtedness of the Company or a Restricted Subsidiary
of the Company outstanding on the Issue Date or other Indebtedness permitted to
be incurred by the Company or its Restricted Subsidiaries pursuant to the terms
of this Indenture, but only to the extent that

                  (1)      the Refinancing Indebtedness is subordinated to the
         Notes to at least the same extent as the Indebtedness being refunded,
         refinanced or extended, if at all;

                  (2)      the Refinancing Indebtedness is scheduled to mature
         either

                           (a)      no earlier than the Indebtedness being
                  refunded, refinanced or extended, or

                           (b)      after the maturity date of the Notes;

                  (3)      the portion, if any, of the Refinancing Indebtedness
         that is scheduled to mature on or prior to the maturity date of the
         Notes has a Weighted Average Life to Maturity at the time such
         Refinancing Indebtedness is incurred that is equal to or greater than
         the Weighted Average Life to Maturity of the portion of the
         Indebtedness being refunded, refinanced or extended that is scheduled
         to mature on or prior to the maturity date of the Notes;

                  (4)      such Refinancing Indebtedness is in an aggregate
         principal amount that is equal to or less than the sum of:

                           (a)      the aggregate principal amount then
                  outstanding under the Indebtedness being refunded, refinanced
                  or extended,

                                      -17-
<PAGE>

                           (b)      the amount of accrued and unpaid interest,
                  if any, and premiums owed, if any, not in excess of
                  preexisting prepayment provisions on such Indebtedness being
                  refunded, refinanced or extended, and

                           (c)      the amount of customary fees, expenses and
                  costs related to the incurrence of such Refinancing
                  Indebtedness; and

                  (5)      such Refinancing Indebtedness is incurred by the same
                  Person that initially incurred the Indebtedness being
                  refunded, refinanced or extended.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated as of December 19, 2003 among the Company, the Guarantors and
the Initial Purchasers, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or
more registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes under the Securities Act.

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

                  "Representative" means the trustee, agent or representative
(if any) for an issue of Senior Indebtedness of the Company.

                  "Restricted Payment" means any of the following:

                  (1)      the declaration or payment of any dividend or any
         other distribution or payment on Capital Stock of the Company or any
         Restricted Subsidiary of the Company or any payment made to the direct
         or indirect holders (in their capacities as such) of Capital Stock of
         the Company or any Restricted Subsidiary of the Company (other than (a)
         dividends or distributions payable solely in Capital Stock (other than
         Disqualified Capital Stock) or in options, warrants or other rights to
         purchase such Capital Stock (other than Disqualified Capital Stock) and
         (b) in the case of Restricted Subsidiaries of the Company, dividends or
         distributions payable to the Company or to a Restricted Subsidiary of
         the Company and pro rata dividends or distributions payable to the
         other holders of Common Stock of such Restricted Subsidiary);

                  (2)      the purchase, redemption or other acquisition or
         retirement for value of any Capital Stock of the Company or any of its
         Restricted Subsidiaries (other than Capital Stock owned by the Company
         or a restricted Subsidiary of the Company, excluding Disqualified
         Capital Stock) or any option, warrants or other rights to purchase such
         Capital Stock;

                  (3)      the making of any principal payment on, or the
         purchase, defeasance, repurchase, redemption or other acquisition or
         retirement for value, prior to any scheduled maturity, scheduled
         repayment or scheduled sinking fund payment, of any Indebtedness that
         is subordinated in right of payment to the Notes or any Guarantee
         (other than subordinated Indebtedness acquired in anticipation of
         satisfying a scheduled sinking fund obligation, principal installment
         or final maturity, in each case due within one year of the date of
         acquisition);

                  (4)      the making of any Investment or guarantee of any
         Investment in any Person other than a Permitted Investment;

                  (5)      any designation of a Subsidiary as an Unrestricted
         Subsidiary (valued at the fair market value of the net assets of such
         Restricted Subsidiary on the date of designation); and

                  (6)      the forgiveness of any Indebtedness of an Affiliate
         of the Company to the Company or a Subsidiary of the Company.

                                      -18-
<PAGE>

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

                  "Restricted Subsidiary" means a Subsidiary of the Company
other than an Unrestricted Subsidiary and includes all of the Subsidiaries of
the Company (other than the Excluded Entities) existing as of the Issue Date.
The Board of Directors of the Company may designate any Unrestricted Subsidiary
as a Restricted Subsidiary if immediately after giving effect to such action
(and treating any Acquired Indebtedness as having been incurred at the time of
such action),

                  (1)      the Company could have incurred at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) pursuant to
         Section 4.10 hereof; and

                  (2)      no Default or Event of Default has occurred and is
         continuing or results therefrom.

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

                  "Sale and Lease-Back Transaction" means any arrangement with
any Person providing for the leasing by the Company or any Restricted Subsidiary
of the Company of any real or tangible personal Property, which Property has
been or is to be sold or transferred by the Company or such Restricted
Subsidiary to such Person in contemplation of such leasing.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

                  "Senior Indebtedness" means the principal of and premium, if
any, and interest on, and any and all other fees, expense reimbursement
obligations and other amounts due pursuant to the terms of all agreements,
documents and instruments providing for, creating, securing or evidencing or
otherwise entered into in connection with

                  (1)      all Indebtedness of the Company or any Guarantor owed
         to lenders under the Credit Facility;

                  (2)      all obligations of the Company or any Guarantor with
         respect to Hedging Obligations;

                  (3)      all obligations of the Company or any Guarantor to
         reimburse any bank or other Person in respect of amounts paid under
         letters of credit, acceptances or other similar instruments;

                  (4)      all other Indebtedness of the Company or any
         Guarantor that does not provide that it is to rank pari passu with or
         subordinate to the Notes or the Guarantee of such Guarantor, as the
         case may be; and

                  (5)      all deferrals, renewals, extensions and refundings
         of, and amendments, modifications and supplements to, any of the Senior
         Indebtedness described above.

                  Notwithstanding anything to the contrary in the foregoing,
Senior Indebtedness shall not include

                  (1)      Indebtedness of the Company or any Guarantor to any
         of their respective Subsidiaries, or to any Affiliate of the Company or
         such Guarantor or any of such Affiliate's Subsidiaries;

                  (2)      Indebtedness represented by the Notes and the
         Guarantees;

                  (3)      any Indebtedness which by the express terms of the
         agreement or instrument creating, evidencing or governing the same is
         junior or subordinate in right of payment to any item of Senior
         Indebtedness;

                                      -19-
<PAGE>

                  (4)      any trade payable arising from the purchase of goods
         or materials or for services obtained in the ordinary course of
         business;

                  (5)      Indebtedness incurred in violation of this Indenture;

                  (6)      Indebtedness represented by Disqualified Capital
         Stock; and

                  (7)      any Indebtedness to or guaranteed on behalf of, any
         shareholders, director, officer or employee of the Company or any
         Guarantor or any Subsidiary of the Company or such Guarantor.

                  "Special Purpose Refinancing Subsidiary" means a Subsidiary of
the Company exclusively engaged in a Permitted Omega Refinancing Transaction and
activities reasonably related thereto; provided that the Company has received
customary legal or accounting opinions (or advice from a nationally recognized
rating agency) that such Subsidiary is "bankruptcy remote" or otherwise would
not be consolidated with the Company in a bankruptcy proceeding and that the
sale or other disposition of Indebtedness to such Subsidiary in connection with
a Permitted Omega Refinancing Transaction qualifies as a "true sale."

                  "Subsidiary" of any specified Person means any corporation,
partnership, limited liability company, joint venture, association or other
business entity, whether now existing or hereafter organized or acquired,

                  (1)      in the case of a corporation, of which more than 50%
         of the total voting power of the Capital Stock entitled (without regard
         to the occurrence of any contingency) to vote in the election of
         directors, officers or trustees thereof is held by such first-named
         Person or any of its Subsidiaries; or

                  (2)      in the case of a partnership, limited liability
         company, joint venture, association or other business entity, with
         respect to which such first-named Person or any of its Subsidiaries has
         the power to direct or cause the direction of the management and
         policies of such entity by contract or otherwise or if in accordance
         with GAAP such entity is consolidated with the first-named Person for
         financial statement purposes.

                  "Trust Indenture Act" or "TIA" means the Trust Indenture Act
of 1939 (15 U.S. Code sections 77aaa-77bbbb) as in effect on the date of this
Indenture (except as provided in Section 8.03).

                  "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer trust accounts.

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

                  "Unrestricted Subsidiary" means each Excluded Entity and

                  (1)      any Subsidiary of an Unrestricted Subsidiary; and

                  (2)      any Subsidiary of the Company which is designated
         after the Issue Date as an Unrestricted Subsidiary by a Board
         Resolution of the Board of Directors of the Company; provided that a
         Subsidiary may be so designated as an Unrestricted Subsidiary only if

                           (a)      such designation is in compliance with
                  Section 4.11 hereof;

                           (b)      immediately after giving effect to such
                  designation, the Company could have incurred at least $1.00 of
                  additional Indebtedness (other than Permitted Indebtedness)
                  pursuant to Section 4.10 hereof;

                           (c)      no Default or Event of Default has occurred
                  and is continuing or results therefrom; and

                                      -20-
<PAGE>

                           (d)      neither the Company nor any Restricted
                  Subsidiary shall at any time:

                                    (i)      provide a guarantee of, or similar
                           credit support to, any Indebtedness of such
                           Subsidiary (including any undertaking, agreement or
                           instrument evidencing such Indebtedness),

                                    (ii)     be directly or indirectly liable
                           for any Indebtedness of such Subsidiary or

                                    (iii)    be directly or indirectly liable
                           for any other Indebtedness which provides that the
                           holder thereof may (upon notice, lapse of time or
                           both) declare a default thereon (or cause the payment
                           thereof to be accelerated or payable prior to its
                           final scheduled maturity) upon the occurrence of a
                           default with respect to any other Indebtedness that
                           is Indebtedness of such Subsidiary (including any
                           corresponding right to take enforcement action
                           against such Subsidiary),

                  except in the case of clause (i) or (ii) to the extent

                                    (i)      that the Company or such Restricted
                           Subsidiary could otherwise provide such a guarantee
                           or incur such Indebtedness (other than as Permitted
                           Indebtedness) pursuant to Section 4.10 hereof and

                                    (ii)     the provision of such guarantee and
                           the incurrence of such Indebtedness otherwise would
                           be permitted under Section 4.11 hereof.

The Trustee shall be provided with an Officers' Certificate stating that such
designation is permitted and setting forth the basis upon which the calculations
required by this definition were computed, together with a copy of the Board
Resolution adopted by the Board of Directors of the Company making such
designation.

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

                  (1)      the then outstanding aggregate principal amount of
         such Indebtedness into

                  (2)      the sum of the total of the products obtained by
         multiplying

                           (a)      the amount of each then remaining
                  installment, sinking fund, serial maturity or other required
                  payment of principal, including payment at final maturity, in
                  respect thereof, by

                           (b)      the number of years (calculated to the
                  nearest one-twelfth) which will elapse between such date and
                  the making of such payment.

         Section 1.02. Other Definitions.

                  The definitions of the following terms may be found in the
sections indicated as follows:

<TABLE>
<CAPTION>
                    Term                          Defined in Section
----------------------------------------------    ------------------
<S>                                               <C>
"Additional Notes"............................           2.02
"Affiliate Transaction".......................           4.16
"Agent Members"...............................           2.15
"Authenticating Agent"........................           2.02
"Authentication Order"........................           2.02
"Bankruptcy Law"..............................           6.01
"Business Day"................................          13.07
</TABLE>

                                      -21-
<PAGE>

<TABLE>
<CAPTION>
                    Term                          Defined in Section
----------------------------------------------    ------------------
<S>                                               <C>
"Change of Control Offer".....................           4.18
"Change of Control Payment Date"..............           4.18
"Change of Control Purchase Price"............           4.18
"Covenant Defeasance".........................           9.03
"Custodian"...................................           6.01
"Event of Default"............................           6.01
"Excess Proceeds Offer".......................           4.15
"Excess Proceeds Payment Date"................           4.15
"Funding Guarantor"...........................          10.03
"Global Notes"................................           2.01
"Legal Defeasance"............................           9.02
"Legal Holiday"...............................          13.07
"Paying Agent"................................           2.03
"Payment Blockage Notice".....................          12.02
"Payment Blockage Period".....................          12.02
"Private Placement Legend"....................           2.17
"Registrar"...................................           2.03
"Regulation S Global Note"....................           2.01
"Resale Restriction Termination Date".........           2.16
"Rule 144A Global Note".......................           2.01
"transfer"....................................           5.01
</TABLE>

         Section 1.03. Incorporation by Reference of Trust Indenture Act.

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

                  "indenture securities" means the Notes.

                  "indenture securityholder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

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

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

         Section 1.04. Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (3)      "or" is not exclusive;

                                      -22-
<PAGE>

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

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

                                    ARTICLE 2

                                    THE NOTES

         Section 2.01. Form and Dating.

                  The Initial Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The
Exchange Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit B hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or Depositary rule
or usage. The form of the Notes and any notation, legend or endorsement on them
shall be satisfactory to both the Company and the Trustee. Each Note shall be
dated the date of its issuance and shall show the date of its authentication.

                  The terms and provisions contained in the Notes, annexed
hereto as Exhibits A and B, shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby.

                  The Notes shall be issued initially in the form of one or more
permanent global Notes (the "Global Notes"). Notes offered and sold (i) in
reliance on Rule 144A shall be issued initially in the form of one or more
permanent Global Notes in registered form, substantially in the form set forth
in Exhibit A (the " Rule 144A Global Note") and (ii) in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or more
permanent Global Notes in registered form, substantially in the form set forth
in Exhibit A (the "Regulation S Global Note"), and in each case shall be
deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of any Global Note may from time to time be increased
or decreased by adjustments made on the records of the Trustee, as custodian for
the Depositary, as hereinafter provided.

         Section 2.02. Execution and Authentication.

                  The Notes shall be executed on behalf of the Company by an
Officer of the Company or the Secretary of the Company. Such signature may be
either manual or facsimile.

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

                  A Note shall not be valid until an authorized signatory of the
Trustee signs the certificate of authentication on the Note. Such signature may
be either manual or facsimile. Such signature shall be conclusive evidence that
the Note has been authenticated under this Indenture.

                  The Trustee or an authentication agent (the "Authenticating
Agent") shall authenticate (i) Initial Notes for original issue on the date of
this Indenture in an aggregate principal amount not to exceed $175,000,000 and
(ii) Exchange Notes from time to time for issue only in exchange for a like
principal amount of Initial Notes, in each case upon written orders of the
Company in the form of an Officers' Certificate (an "Authentication Order").
Subject to compliance with Section 4.10, the Trustee may authenticate Notes
thereafter for issuance upon an Authentication Order in an aggregate principal
amount as specified by such Authentication Order (the "Additional Notes"). Any
Authentication Order shall specify the amount of Notes to be authenticated, the
date on which the Notes are to be authenticated and the aggregate principal
amount of Notes out-

                                      -23-
<PAGE>

standing on the date of authentication, whether the Notes are to be Initial
Notes, Additional Notes or Exchange Notes, and shall further specify the amount
of such Notes to be issued as the Global Note or Certificated Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed the
aggregate principal amount set forth in any such Authentication Orders except as
provided in Section 2.07.

                  Notwithstanding the foregoing, all Notes issued under this
Indenture, including any Additional Notes, shall vote and consent together on
all matters (as to which any of such Notes may vote or consent) as one class and
no series of Notes will have the right to vote or consent as a separate class on
any matter.

                  The Trustee may appoint an Authenticating Agent to
authenticate Notes. Any such appointment shall be evidenced by an instrument
signed by a Trust Officer, a copy of which shall be furnished to the Company. An
Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such Authenticating Agent. An Authenticating Agent has the
same right as an Agent to deal with the Company and Affiliates of the Company.

                  The Notes shall be issuable only in registered form without
coupons and only in denominations of $1,000 and integral multiples thereof.

         Section 2.03. Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("Registrar") located
in the Borough of Manhattan, City of New York, State of New York where Notes may
be presented for payment ("Paying Agent") and an office or agency where notices
and demands to or upon the Company in respect of the Notes and this Indenture
may be served. The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Registrar shall provide the Company a current copy of
such register from time to time upon request of the Company. The Company may
have one or more co-Registrars and one or more additional Paying Agents. The
Company or any of its Subsidiaries may act as Paying Agent or Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
any Holder.

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

         Section 2.04. Paying Agent to Hold Assets in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that each Paying Agent shall hold in trust for the
benefit of the Holders or the Trustee (or if the Company is acting as Paying
Agent, segregate and hold in trust for the benefit of the Holders or the
Trustee) all assets held by the Paying Agent for the payment of principal of,
premium, if any, or interest on Notes (whether such assets have been distributed
to it by the Company or any other obligor on the Notes), and shall notify the
Trustee in writing of any Default in making any such payment. The Company at any
time may require a Paying Agent to distribute all assets held by it to the
Trustee and account for any assets disbursed and the Trustee may at any time
during the continuance of any Payment Default, upon written request to a Paying
Agent, require such Paying Agent to forthwith distribute to the Trustee all
assets so held in trust by such Paying Agent together with a complete accounting
of such sums. Upon distribution to the Trustee of all assets that shall have
been delivered by the Company to the Paying Agent, the Paying Agent shall have
no further liability for such assets.

         Section 2.05. Noteholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders. If the Trustee is not the Registrar, the Company shall
furnish or cause the Registrar to furnish to the Trustee, in writing at least
five Business Days before each Interest Payment Date, or 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 require of the names and addresses of Holders which list may be
conclusively relied on by the Trustee.

                                      -24-
<PAGE>

         Section 2.06. Transfer and Exchange.

                  Subject to the provisions of Sections 2.15 and 2.16, when
Notes are presented to the Registrar or a co-Registrar with a request to
register the transfer of such Notes or to exchange such Notes for an equal
principal amount of Notes of other authorized denominations of the same series,
the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if its requirements for such transaction are met; provided,
however, that the Notes presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or co-Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing.
To permit registrations of transfer and exchanges, the Company shall execute and
the Trustee shall authenticate Notes at the Registrar's or co-Registrar's
request. No service charge shall be made 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 in connection therewith payable by
the transferor of such Notes (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to Section
2.10, 3.06, 4.15, 4.18 or 9.06, in which event the Company shall be responsible
for the payment of such taxes).

                  The Registrar or co-Registrar shall not be required to
register the transfer of or exchange of any Note (i) during a period beginning
at the opening of 15 Business Days before the mailing of a notice of redemption
of Notes and ending at the close of business on the day of such mailing and (ii)
selected for redemption in whole or in part pursuant to Article 3, except the
unredeemed portion of any Note being redeemed in part.

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

         Section 2.07. Replacement Notes.

                  If a mutilated Note is surrendered to the Trustee or if the
Holder presents evidence to the satisfaction of the Company and the Trustee that
the Note has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Note. An indemnity bond may be
required by the Company or the Trustee that is sufficient in the judgment of the
Company and the Trustee to protect the Company, the Trustee or any Agent from
any loss which any of them may suffer if a Note is replaced. In every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
to the Trustee evidence to their satisfaction of the destruction, loss or the
theft of such Note and the ownership thereof. Each of the Company and the
Trustee may charge for its expenses in replacing a Note. The provisions of this
Section 2.07 are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to replacement or payment of mutilated, lost,
destroyed or wrongfully taken Notes.

                  Every replacement Note is an additional obligation of the
Company.

         Section 2.08. Outstanding Notes.

                  Notes outstanding at any time are all Notes authenticated by
the Trustee except for those cancelled by it, those delivered to it for
cancellation, and those described in this Section 2.08 as not outstanding.

                  If a Note is replaced pursuant to Section 2.07 (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding until
the Company and the Trustee receive proof satisfactory to each of them that the
replaced Note is held by a protected purchaser. A mutilated Note ceases to be
outstanding upon surrender of such Note and replacement thereof pursuant to
Section 2.07.

                  If on a Redemption Date or the Maturity Date, the Paying Agent
holds U.S. legal tender sufficient to pay all of the principal and interest due
on the Notes payable on that date and is not prohibited from paying such money
to the Holders thereof pursuant to the terms of this Indenture, then on and
after that date such Notes cease to be outstanding and interest on them ceases
to accrue.

                                      -25-
<PAGE>

         Section 2.09. Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver, consent or notice,
Notes owned by the Company or any of its Affiliates shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Notes which a Trust Officer of the Trustee actually knows are
so owned shall be so considered. The Company shall notify the Trustee, in
writing, when it or any of its Affiliates repurchases or otherwise acquires
Notes, of the aggregate principal amount of such Notes so repurchased or
otherwise acquired.

         Section 2.10. Temporary Notes.

                  Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon receipt of a
written order of the Company in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Notes to be
authenticated and the date on which the temporary Notes are to be authenticated.
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate upon receipt of a written order of the Company pursuant to Section
2.02 definitive Notes in exchange for temporary Notes.

         Section 2.11. Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee, or at the direction of the Trustee, the Registrar or the Paying
Agent, and no one else, shall cancel and dispose of, at the written direction of
the Company and deliver evidence of such disposal of all Notes surrendered for
registration of transfer, exchange, payment or cancellation. Subject to Section
2.07, the Company may not issue new Notes to replace Notes that they have paid
or delivered to the Trustee for cancellation. If the Company shall acquire any
of the Notes, such acquisition shall not operate as a redemption or satisfaction
of the Indebtedness represented by such Notes unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.11.

         Section 2.12. Defaulted Interest.

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under Bankruptcy Law) at the rate of
interest then borne by the Notes. The Company shall, to the extent lawful, pay
interest on overdue installments of interest (without regard to any applicable
grace periods) at the rate of interest then borne by the Notes.

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

                  Notwithstanding the foregoing, any interest which is paid
prior to the expiration of the 30-day period set forth in Section 6.01(b) shall
be paid to Holders as of the Record Date for the Interest Payment Date for which
interest has not been paid.

         Section 2.13. Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date, Redemption Date, Change of Control Payment Date, Excess Proceeds
Payment Date and Maturity Date, the Company shall be respon-

                                      -26-
<PAGE>

sible for depositing and shall deposit with the Paying Agent in immediately
available funds U.S. legal tender sufficient to make payments, if any, due on
such Interest Payment Date, Redemption Date, Change of Control Payment Date,
Excess Proceeds Payment Date or Maturity Date, as the case may be, in a timely
manner which permits the Trustee to remit payment to the Holders on such
Interest Payment Date, Redemption Date, Change of Control Payment Date, Excess
Proceeds Payment Date or Maturity Date, as the case may be. The principal and
interest on Global Notes shall be payable to the Depositary or its nominee, as
the case may be, as the sole registered owner and the sole Holder of the Global
Notes represented thereby. The principal and interest on Notes in certificated
form shall be payable at the office of the Paying Agent.

         Section 2.14. CUSIP Number.

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

         Section 2.15. Book-Entry Provisions for Global Notes.

                  (a)      The Global Notes initially shall (i) be registered in
the name of the Depositary or the nominee of such Depositary, (ii) be delivered
to the Trustee as custodian for such Depositary and (iii) bear legends as set
forth in Section 2.17.

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

                  (b)      Interests of beneficial owners in the Global Notes
may be transferred or exchanged for Certificated Notes in accordance with the
rules and procedures of the Depositary and the provisions of Section 2.16. In
addition, Certificated Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in Global Notes if (i) the Depositary
(x) notifies the Company that it is unwilling or unable to continue as
Depositary for any Global Note or (y) has ceased to be a clearing company
registered under the Exchange Act and, in each case, a successor depositary is
not appointed by the Company within 90 days of such notice or (ii) a Default or
an Event of Default has occurred and is continuing and the Registrar has
received a written request from the Depositary to issue Certificated Notes.

                  (c)      In connection with the transfer of Global Notes as an
entirety to beneficial owners pursuant to paragraph (b), the Global Notes shall
be deemed to be surrendered to the Trustee for cancellation, and the Company
shall execute, and the Trustee shall, upon receipt of an authentication order
from the Company in the form of an Officers' Certificate, authenticate and
deliver, to each beneficial owner identified by the Depositary in writing in
exchange for its beneficial interest in the Global Notes, an equal aggregate
principal amount of Certificated Notes of authorized denominations.

                  (d)      Any Certificated Note constituting a Restricted
Security delivered in exchange for an interest in a Global Note pursuant to
paragraph (b) or (c) shall, except as otherwise provided by Section 2.16, bear
the Private Placement Legend.

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

                                      -27-
<PAGE>

         Section 2.16. Registration of Transfers and Exchanges.

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

                  (i)      to register the transfer of the Certificated Notes;
         or

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

the Registrar or co-Registrar shall register the transfer or make the exchange
as requested if the requirements under this Indenture as set forth in this
Section 2.16 for such transactions are met; provided, however, that the
Certificated Notes presented or surrendered for registration of transfer or
exchange:

                  (I)      shall be duly endorsed or accompanied by a written
         instrument of transfer in form satisfactory to the Registrar or
         co-Registrar, duly executed by the Holder thereof or his attorney duly
         authorized in writing; and

                  (II)     in the case of Certificated Notes the offer and sale
         of which have not been registered under the Securities Act and are
         presented for transfer or exchange prior to (x) the date which is two
         years after the later of the date of original issue and the last date
         on which the Company or any Affiliate of the Company was the owner of
         such Note, or any predecessor thereto and (y) such later date, if any,
         as may be required by any subsequent change in applicable law (the
         "Resale Restriction Termination Date"), such Certificated Notes shall
         be accompanied, in the sole discretion of the Company, by the following
         additional information and documents, as applicable:

                           (A)      if such Certificated Note is being delivered
                  to the Registrar or co-Registrar by a Holder for registration
                  in the name of such Holder, without transfer, a certification
                  to that effect (substantially in the form of Exhibit C
                  hereto); or

                           (B)      if such Certificated Note is being
                  transferred to a Qualified Institutional Buyer in accordance
                  with Rule 144A, a certification to that effect (substantially
                  in the form of Exhibit C hereto); or

                           (C)      if such Certificated Note is being
                  transferred in reliance on Regulation S, delivery of a
                  certification to that effect (substantially in the form of
                  Exhibit C hereto) and a transferor certificate for Regulation
                  S transfers substantially in the form of Exhibit E hereto; or

                           (D)      if such Certificated Note is being
                  transferred to an Institutional Accredited Investor, delivery
                  of certification to that effect (substantially in the form of
                  Exhibit C hereto), certificates of the transferee in
                  substantially the form of Exhibit D and, at the option of the
                  Company, an Opinion of Counsel reasonably satisfactory to the
                  Company to the effect that such transfer is in compliance with
                  the Securities Act; or

                           (E)      if such Certificated Note is being
                  transferred in reliance on Rule 144 under the Securities Act,
                  delivery of a certification to that effect substantially in
                  the form of Exhibit C hereto) and, at the option of the
                  Company, an Opinion of Counsel reasonably satisfactory to the
                  Company to the effect that such transfer is in compliance with
                  the Securities Act; or

                           (F)      if such Certificated Note is being
                  transferred in reliance on another exemption from the
                  registration requirements of the Securities Act, a
                  certification to that effect (substantially in the form of
                  Exhibit C hereto) and, at the option of the Company, an
                  Opinion of Counsel reasonably satisfactory to the Company to
                  the effect that such transfer is in compliance with the
                  Securities Act.

                                      -28-
<PAGE>

                  (b)      Restrictions on Transfer of a Certificated Note for a
Beneficial Interest in a Global Note. A Certificated Note may not be exchanged
for a beneficial interest in a Global Note except upon satisfaction of the
requirements set forth below. Upon receipt by the Registrar or co-Registrar of a
Certificated Note, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Registrar or co-Registrar, together with:

                           (A)      in the case of Certificated Notes, the offer
                  and sale of which have not been registered under the
                  Securities Act and which are presented for transfer prior to
                  the Resale Restriction Termination Date, certification,
                  substantially in the form of Exhibit C hereto, that such
                  Certificated Note is being transferred (I) to a Qualified
                  Institutional Buyer or (II) in an offshore transaction in
                  reliance on Regulation S (and, in the case of this clause
                  (II), the Company shall have received a transferor certificate
                  for Regulation S transfers substantially in the form of
                  Exhibit E hereto and, at the option of the Company, an Opinion
                  of Counsel reasonably satisfactory to the Company to the
                  effect that such transaction is in compliance with the
                  Securities Act); and

                           (B)      written instructions from the Holder thereof
                  directing the Registrar or co-Registrar to make, or to direct
                  the Depositary to make, an endorsement on the applicable
                  Global Note to reflect an increase in the aggregate amount of
                  the Notes represented by the Global Note,

then the Registrar or co-Registrar shall cancel such Certificated Note and
cause, or direct the Depositary to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Registrar or
co-Registrar, the principal amount of Notes represented by the applicable Global
Note to be increased accordingly. If no Global Note representing Notes held by
Qualified Institutional Buyers or Persons acquiring Notes in offshore
transactions in reliance on Regulation S, as the case may be, is then
outstanding, the Company shall issue and the Trustee shall, upon receipt of an
authentication order in the form of an Officers' Certificate in accordance with
Section 2.02, authenticate such a Global Note in the appropriate principal
amount.

                           (c)      Transfer and Exchange of Global Notes. The
transfer and exchange of Global Notes or beneficial interests therein shall be
effected through the Depositary in accordance with this Indenture (including the
restrictions on transfer set forth herein) and the procedures of the Depositary
therefor. Upon receipt by the Registrar or co-Registrar of written instructions,
or such other instruction as is customary for the Depositary, from the
Depositary or its nominee, requesting the registration of transfer of an
interest in a U.S. Global Note or Regulation S Global Note, as the case may be,
to another type of Global Note, together with the applicable Global Notes (or,
if the applicable type of Global Note required to represent the interest as
requested to be transferred is not then outstanding, only the Global Note
representing the interest being transferred), the Registrar or co-Registrar
shall cancel such Global Notes (or Global Note) and the Company shall issue and
the Trustee shall, upon receipt of an authentication order in the form of an
Officers' Certificate in accordance with Section 2.02, authenticate new Global
Notes of the types so cancelled (or the type so cancelled and applicable type
required to represent the interest as requested to be transferred) reflecting
the applicable increase and decrease of the principal amount of Notes
represented by such types of Global Notes, giving effect to such transfer. If
the applicable type of Global Note required to represent the interest as
requested to be transferred is not outstanding at the time of such request, the
Company shall issue and the Trustee shall, upon written instructions from the
Company in accordance with Section 2.02, authenticate a new Global Note of such
type in principal amount equal to the principal amount of the interest requested
to be transferred.

                  (d)      Transfer of a Beneficial Interest in a Global Note
for a Certificated Note. (i) Any Person having a beneficial interest in a Global
Note may upon request exchange such beneficial interest for a Certificated Note.
Upon receipt by the Registrar or co-Registrar of written instructions, or such
other form of instructions as is customary for the Depositary, from the
Depositary or its nominee on behalf of any Person having a beneficial interest
in a Global Note and upon receipt by the Trustee of a written order or such
other form of instructions as is customary for the Depositary or the Person
designated by the Depositary as having such a beneficial interest containing
registration instructions and, in the case of any such transfer or exchange of a
beneficial interest in Notes the offer and sale of which have not been
registered under the Securities Act and which Notes are presented for transfer
or exchange prior to the Resale Restriction Termination Date, the following
additional information and documents:

                                      -29-
<PAGE>

                  (A)      if such beneficial interest is being transferred to
         the Person designated by the Depositary as being the beneficial owner,
         a certification from such Person to that effect (substantially in the
         form of Exhibit C hereto); or

                  (B)      if such beneficial interest is being transferred to a
         Qualified Institutional Buyer in accordance with Rule 144A, a
         certification to that effect (substantially in the form of Exhibit C
         hereto); or

                  (C)      if such beneficial interest is being transferred in
         reliance on Regulation S, delivery of a certification to that effect
         (substantially in the form of Exhibit C hereto) and a transferor
         certificate for Regulation S transfers substantially in the form of
         Exhibit E hereto; or

                  (D)      if such beneficial interest is being transferred to
         an Institutional Accredited Investor, delivery of certification
         (substantially in the form of Exhibit C hereto), a certificate of the
         transferee in substantially the form of Exhibit D and, at the option of
         the Company, an Opinion of Counsel reasonably satisfactory to the
         Company to the effect that such transfer is in compliance with the
         Securities Act; or

                  (E)      if such beneficial interest is being transferred in
         reliance on Rule 144 under the Securities Act, delivery of a
         certification to that effect (substantially in the form of Exhibit C
         hereto) and, at the option of the Company, an Opinion of Counsel
         reasonably satisfactory to the Company to the effect that such transfer
         is in compliance with the Securities Act; or

                  (F)      if such beneficial interest is being transferred in
         reliance on another exemption from the registration requirements of the
         Securities Act, a certification to that effect (substantially in the
         form of Exhibit C hereto) and, at the option of the Company, an Opinion
         of Counsel reasonably satisfactory to the Company to the effect that
         such transfer is in compliance with the Securities Act,

then the Registrar or co-Registrar will cause, in accordance with the standing
instructions and procedures existing between the Depositary and the Registrar or
co-Registrar, the aggregate principal amount of the applicable Global Note to be
reduced and, following such reduction, the Company will execute and, upon
receipt of an authentication order in the form of an Officers' Certificate in
accordance with Section 2.02, the Trustee will authenticate and deliver to the
transferee a Certificated Note in the appropriate principal amount.

                  (ii)     Certificated Notes issued in exchange for a
beneficial interest in a Global Note pursuant to this Section 2.16(d) shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Registrar or co-Registrar in writing. The Registrar or
co-Registrar shall deliver such Certificated Notes to the Persons in whose names
such Certificated Notes are so registered.

                  (e)      Restrictions on Transfer and Exchange of Global
Notes. Notwithstanding any other provisions of this Indenture, a Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

                  (f)      Private Placement Legend. Upon the transfer, exchange
or replacement of Notes not bearing the Private Placement Legend, the Registrar
or co-Registrar shall deliver Notes that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar or co-Registrar shall deliver only Notes that
bear the Private Placement Legend unless, and the Trustee is hereby authorized
to deliver Notes without the Private Placement Legend if, (i) the Resale
Restriction Termination Date shall have occurred, (ii) there is delivered to the
Trustee an Opinion of Counsel reasonably satisfactory to the Company and the
Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the
Securities Act or (iii) such Note has been sold pursuant to an effective
registration statement under the Securities Act.

                                      -30-
<PAGE>

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

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

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.15 or this Section
2.16. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

         Section 2.17. Restrictive Legends.

                  Each Global Note and Certificated Note that constitutes a
Restricted Security shall bear the following legend (the "Private Placement
Legend") on the face thereof until the Resale Restriction Termination Date,
unless otherwise agreed to by the Company and the Holder thereof:

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
         ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
         NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
         ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS
         ACQUISITION HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT, PRIOR TO
         THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS
         AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE AND THE LAST DATE
         ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
         THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE), RESELL OR OTHERWISE
         TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
         (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN
         COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE
         UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE
         MEANING OF SUBPARAGRAPH (a)(1), (2), (3), OR (7) OF RULE 501 UNDER THE
         SECURITIES ACT THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS
         FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A
         SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
         RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF
         WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS NOTE), (D)
         OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO ANY OTHER AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
         (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT AND (2) WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
         TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN
         CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE RESALE
         RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFER IS BEING MADE
         PURSUANT TO CLAUSE (C) OR (E) ABOVE, PRIOR TO SUCH TRANSFER, THE HOLDER
         WILL BE REQUIRED TO FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
         CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM
         MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
         PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE
         TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE
         THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

                                      -31-
<PAGE>

                  Each Global Note shall also bear the following legend:

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

                  TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, AND TRANSFERS OF INTERESTS IN THIS GLOBAL NOTE
         SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
         SET FORTH IN SECTION 2.16 OF THE INDENTURE.

                                    ARTICLE 3

                                   REDEMPTION

         Section 3.01. Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to paragraph 7
of the Notes, at least 45 days prior to the Redemption Date or during such
shorter period as the Trustee may agree to, the Company shall notify the Trustee
in writing of the Redemption Date, the principal amount of Notes to be redeemed
and the Redemption Price, and deliver to the Trustee an Officers' Certificate
stating that such redemption will comply with the conditions contained herein
and in the Notes, as appropriate.

         Section 3.02. Selection of Notes to Be Redeemed.

                  In the event that less than all of the Notes are to be
redeemed at any time, selection of the Notes to be redeemed shall be made by the
Trustee in compliance with the requirements of the principal securities
exchange, if any, on which such Notes are listed or, on a pro rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate; provided,
however, that no Notes of a principal amount of $1,000 or less shall be redeemed
in part; provided, further, that if a partial redemption is made with the
proceeds of any Equity Offering, selection of the Notes or portions thereof for
redemption shall be made by the Trustee only on a pro rata basis or on as nearly
a pro rata basis as is practicable (subject to the procedures of the
Depositary), unless such method is otherwise prohibited. On and after the
Redemption Date, interest will cease to accrue on Notes or portions thereof
called for redemption as long as the Company has deposited with the Paying Agent
U.S. legal tender in satisfaction of the applicable Redemption Price pursuant to
this Indenture.

         Section 3.03. Notice of Redemption.

                  Notice of redemption shall be mailed by first class mail,
facsimile immediately followed by first class mail, or by overnight delivery at
least 30 but not more than 60 days before the Redemption Date to each Holder to
be redeemed at its registered address. If any Note is to be redeemed in part
only, the notice of redemption that relates to such Note shall state the portion
of the principal amount thereof to be redeemed.

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

                  (1)      the Redemption Date;

                                      -32-
<PAGE>

                  (2)      the Redemption Price and the amount of accrued
         interest, if any, to be paid;

                  (3)      that, if any Note is being redeemed in part, the
         portion of the principal amount (equal to $1,000 in principal amount or
         any integral multiple thereof) of such Note to be redeemed and that, on
         and after the Redemption Date, upon surrender of such Note, a new Note
         or Notes in principal amount equal to the unredeemed portion thereof
         will be issued;

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

                  (5)      that Notes called for redemption must be surrendered
         to the Paying Agent at the address specified to collect the Redemption
         Price plus accrued interest, if any;

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

                  (7)      the subparagraph of the Notes pursuant to which the
         Notes called for redemption are being redeemed; and

                  (8)      if fewer than all the Notes are to be redeemed, the
         identification of the particular Notes (or portion thereof) to be
         redeemed, as well as the aggregate principal amount of Notes to be
         redeemed and the aggregate principal amount of Notes to be outstanding
         after such partial redemption.

         Section 3.04. Effect of Notice of Redemption.

                  Once the notice of redemption described in Section 3.03 is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the Redemption Price, plus accrued interest to the Redemption Date,
if any. Upon surrender to the Paying Agent, such Notes shall be paid at the
Redemption Price, plus accrued interest to the Redemption Date, if any; provided
that if the Redemption Date is after a Record Date and on or prior to the
Interest Payment Date, the accrued interest shall be payable to the Holder of
the redeemed Notes registered on the relevant Record Date.

         Section 3.05. Deposit of Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on each
Redemption Date, the Company shall have deposited with the Paying Agent in
immediately available funds U.S. legal tender sufficient to pay the Redemption
Price of and accrued interest on all Notes to be redeemed on that date.

                  On and after any Redemption Date, if U.S. legal tender
sufficient to pay the Redemption Price of and accrued interest on Notes called
for redemption shall have been made available in accordance with the preceding
paragraph, the Notes called for redemption will cease to accrue interest and the
only right of the Holders of such Notes will be to receive payment of the
Redemption Price of and, subject to the first proviso in Section 3.04, accrued
and unpaid interest on such Notes to the Redemption Date. If any Note called for
redemption shall not be so paid, interest will continue to accrue and be paid,
from the Redemption Date until such redemption payment is made, on the unpaid
principal of the Note and any interest not paid on such unpaid principal, in
each case, at the rate and in the manner provided for in Section 2.12.

         Section 3.06. Notes Redeemed in Part.

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

                                      -33-
<PAGE>

                                    ARTICLE 4

                                    COVENANTS

         Section 4.01. Payment of Notes.

                  The Company shall pay the principal of and interest (including
all Additional Interest as provided in the Registration Rights Agreement) on the
Notes on the dates and in the manner provided in the Notes and this Indenture.
An installment of principal or interest shall be considered paid on the date it
is due if the Trustee or Paying Agent holds, for the benefit of the Holders, on
that date U.S. legal tender designated for and sufficient to pay such
installment in full and is not prohibited from paying such money to the Holders
pursuant to the terms of this Indenture.

                  The Company shall pay interest on overdue principal and
interest on overdue interest, to the extent lawful as provided for in Section
2.12.

         Section 4.02. Provision of Financial Statements and Other Information.

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

                  (1)      all quarterly and annual financial information that
         would be required to be contained in a filing with the Commission on
         Forms 10-Q and 10-K if the Company were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" and, with respect to the annual
         information only, a report on the annual financial statements by the
         Company's certified independent accountants; and

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

                  If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph will include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in Management's Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

                  (B)      In addition, whether or not required by the
Commission, the Company shall file a copy of all of the information and reports
referred to in clauses (A)(1) and (A)(2) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing and commencing
with the effectiveness of a registration statement relating to the Exchange
Notes) and make such information available to securities analysts and
prospective investors upon request. The Company shall also furnish to Holders,
securities analysts and prospective investors upon request the information
required to be delivered pursuant to Rule 144 and Rule 144A(d)(4) under the
Securities Act. The Company shall also comply with the provisions of TIA Section
314(a).

         Section 4.03. Waiver of Stay, Extension or Usury Laws.

                  The Company covenants (to the extent that they may lawfully do
so) that it will not at any time insist upon, or plead (as a defense or
otherwise) or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law which would prohibit
or forgive the Company from paying all or any portion of the principal of,
premium, if any, and/or interest on the Notes as contemplated herein, wherever
enacted, now or at any time hereafter in force, or which may affect the
covenants or the performance of this Indenture; and (to the extent that it may
lawfully do so) the Company hereby expressly waives all benefit or advan-

                                      -34-
<PAGE>

tage of any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

         Section 4.04. Compliance Certificate; Notice of Default; Tax
         Information.

                  (a)      The Company shall deliver to the Trustee, within 90
days after the end of the Company's fiscal year and on or before 45 days after
the end of each of the first, second and third fiscal quarters in each year an
Officers' Certificate (one of the signers of which shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company) stating that a review of the activities of the Company and its
Subsidiaries during such fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and, in the case
of Restricted Payments, listing all Restricted Payments for such fiscal year and
is not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default or Event of Default shall
have occurred, describing all or 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) and that to the best of his or her knowledge no event has
occurred and remains in existence by reason of which payments on account of the
principal of or interest, if any, on the Notes are prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto. The Officers' Certificate shall also
notify the Trustee should the Company elect to change the manner in which it
fixes its fiscal year end.

                  (b)      (i) If any Default or Event of Default has occurred
and is continuing or (ii) if any Holder seeks to exercise any remedy hereunder
with respect to a claimed default under this Indenture of the Notes, the Company
shall deliver to the Trustee, at its address set forth in Section 13.02, by
registered or certified mail or by telegram, telex or facsimile transmission
followed by hard copy by registered or certified mail an Officers' Certificate
specifying such Default or Event of Default, notice or other action, the status
thereof and what action the Company is taking or proposes to take within five
Business Days of its becoming aware of such occurrence.

                  (c)      The Company shall calculate and deliver to the
Trustee all original issue discount information to be reported by the Trustee to
Holders as required by applicable law.

         Section 4.05. Payment of Taxes and Other Claims.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (i) all material taxes,
assessments and governmental charges (including withholding taxes and any
penalties, interest and additions to taxes) levied or imposed upon it or any of
its Subsidiaries or Properties of the Company or any of its Subsidiaries and
(ii) all lawful claims for labor, materials and supplies that, if unpaid, might
by law become a Lien upon the Property of the Company or any of its
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders.

         Section 4.06. Corporate Existence.

                  Subject to Article 5, 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 limited liability company
or other existence of each Restricted Subsidiary (other than a Non-Material
Guarantor Subsidiary), in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Restricted
Subsidiary and (ii) the material rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries (other than
Non-Material Guarantor Subsidiaries) except where the failure to preserve and
keep in full force and effect any such rights, licenses and franchise shall not
have a material adverse effect on the financial condition, business, operations
or prospects of the Company and its Restricted Subsidiaries (other than
Non-Material Guarantor Subsidiaries) taken as a whole; and provided that the
Company shall not be required to preserve any such

                                      -35-
<PAGE>

right, license or franchise, or the corporate, limited liability company,
partnership or other existence of any of its Restricted Subsidiaries, if the
Board of Directors of the Company 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 4.07. Maintenance of Office or Agency.

                  The Company shall maintain an office or agency in the Borough
of Manhattan, The City of New York where Notes may be surrendered for
registration of transfer or exchange or for presentation for payment and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 13.02.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.
The Company shall give prompt written notice to the Trustee of such designation
or rescission and of any change in the location of any such other office or
agency.

                  The Company hereby initially designates the Corporate Trust
Office of the Trustee as such office of the Company.

         Section 4.08. Compliance with Laws.

                  The Company shall comply, and shall cause each of its
Restricted Subsidiaries to comply, with all applicable statutes, rules,
regulations, orders and restrictions of the United States of America, all states
and municipalities thereof, and of any governmental department, commission,
board, regulatory authority, bureau, agency and instrumentality of the
foregoing, in respect of the conduct of their respective businesses and the
ownership of their respective properties, except for such noncompliances as
would not in the aggregate have a material adverse effect on the financial
condition or results of operations of the Company and its Subsidiaries taken as
a whole.

         Section 4.09. Maintenance of Properties and Insurance.

                  (a)      The Company shall cause all material Properties owned
by or leased by it or any of its Restricted Subsidiaries used or useful to the
conduct of the Company's business or the business of any of its Restricted
Subsidiaries to be maintained and kept in normal condition, repair and working
order and supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereof,
all as in its judgment may be necessary to actively conduct its business;
provided, however, that nothing in this Section 4.09 shall prevent the Company
or any of its Restricted Subsidiaries from discontinuing the use, operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Board of Directors of the
Company or of the Board of Directors of any Restricted Subsidiary of the Company
concerned, or of an officer (or other agent employed by the Company or of any of
its Restricted Subsidiaries) of the Company or any of its Restricted
Subsidiaries having managerial responsibility for any such Property, desirable
in the conduct of the business of the Company or any Restricted Subsidiary of
the Company, and if such discontinuance or disposal is not adverse in any
material respect to the Holders.

                  (b)      The Company shall maintain, and shall cause its
respective Subsidiaries to maintain, insurance with reputable carriers against
such risks and in such amounts, and with such deductibles, retentions,
self-insured amounts and co-insurance provisions, as are customarily carried by
similar businesses of similar size, including property and casualty loss,
workers' compensation and interruption of business insurance.

                                      -36-
<PAGE>

         Section 4.10. Limitation on Additional Indebtedness.

                  (A)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, incur (as defined) any
Indebtedness (including Acquired Indebtedness); provided that, if no Default or
Event of Default has occurred and is continuing at the time or as a consequence
of the incurrence of such Indebtedness, the Company or any of the Guarantors may
incur Indebtedness (including Acquired Indebtedness) if after giving effect to
the incurrence of such Indebtedness and the receipt and application of the
proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio is at
least 2.0 to 1.

                  (B)      Notwithstanding the foregoing, the Company and its
Restricted Subsidiaries may incur Permitted Indebtedness; provided that neither
the Company nor the Guarantors may incur any Permitted Indebtedness that ranks
junior in right of payment to the Notes or the Guarantee of any Guarantor that
has a maturity or mandatory sinking fund payment prior to the maturity of the
Notes.

                  (C)      The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Stock in the form of additional shares of
the same class of Disqualified Stock shall not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this covenant;
provided, in each case, that the amount thereof is included in Fixed Charges of
the Company as accrued.

         Section 4.11. Limitation on Restricted Payments.

                  (A)      The Company shall not make, and shall not permit any
of its Restricted Subsidiaries to, directly or indirectly, make, any Restricted
Payment, unless:

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

                  (2)      immediately after giving pro forma effect to such
         Restricted Payment, the Company could incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) under Section 4.10;
         and

                  (3)      immediately after giving effect to such Restricted
         Payment, the aggregate of all Restricted Payments declared or made
         after the Issue Date does not exceed the sum of

                           (a)      50% of the Company's Consolidated Net Income
                  accrued during the period (treated as one accounting period)
                  from January 1, 2004 to the end of the most recent fiscal
                  quarter for which internal financial statements are available
                  prior to the date of such Restricted Payment (or, in case such
                  Consolidated Net Income shall be a deficit, minus 100% of such
                  deficit), plus

                           (b)      100% of the aggregate Net Proceeds and fair
                  market value, as determined in good faith by the Board of
                  Directors of the Company, of property and marketable
                  securities acquired in a transaction permitted under this
                  Indenture received by the Company from the issue or sale after
                  the Issue Date of Capital Stock (other than Disqualified
                  Capital Stock or Capital Stock of the Company issued to any
                  Subsidiary of the Company) of the Company or any Indebtedness
                  or other securities of the Company convertible into or
                  exercisable or exchangeable for Capital Stock (other than
                  Disqualified Capital Stock) of the Company which have been so
                  converted, exercised or exchanged, as the case may be,
                  excluding, in the case of this clause (b), any Net Proceeds
                  from an Equity Offering to the extent used to redeem the Notes
                  in compliance with the provisions set forth under subparagraph
                  (b) of paragraph 7 of the Notes;

                           (c)      without duplication of any amounts included
                  in clause (3)(b) above, 100% of the aggregate Net Proceeds and
                  fair market value, as determined in good faith by the Board of
                  Directors of the Company, of property and marketable
                  securities acquired in a transaction permitted under this
                  Indenture received by the Company from any equity contribution
                  from a holder of the Company's Capital Stock, excluding, in
                  the case of this clause (c), any Net Proceeds from an Eq-

                                      -37-
<PAGE>

                  uity Offering to the extent used to redeem the Notes in
                  compliance with the provisions set forth under subparagraph
                  (b) of paragraph 7 of the Notes; and

                           (d)      without duplication, the sum of:

                                    (i)      the aggregate amount returned in
                           cash on or with respect to an Investment (other than
                           a Permitted Investment) in any Person made subsequent
                           to the Issue Date whether through interest payments,
                           principal payments, dividends or other distributions;

                                    (ii)     the net proceeds received by the
                           Company or any of its Restricted Subsidiaries from
                           the disposition (other than to the Company or a
                           Restricted Subsidiary of the Company), retirement or
                           redemption of all or any portion of an Investment
                           described in clause (3)(d)(i) above; and

                                    (iii)    upon redesignation of an
                           Unrestricted Subsidiary as a Restricted Subsidiary,
                           the fair market value of the net assets of such
                           Subsidiary;

                  provided, however, that, with respect to an Investment in any
                  Person, the sum of clauses (d)(i), (d)(ii) and (d)(iii) above
                  with respect to the Investment in such Person may not exceed
                  the aggregate amount of all Investments made in such Person
                  subsequent to the Issue Date.

For purposes of determining under clause (3) above, the amount expended for
Restricted Payments, cash distributed shall be valued at the face amount thereof
and property other than cash shall be valued at its fair market value.

                  (B)      The provisions of this Section 4.11 shall not
prohibit

                  (1)      the payment of any distribution within 60 days after
         the date of declaration thereof, if at such date of declaration such
         payment would comply with the provisions of this Indenture;

                  (2)      the repurchase, redemption or other acquisition or
         retirement of any shares of Capital Stock of the Company or
         Indebtedness subordinate in right of payment to the Notes by conversion
         into, or by or in exchange for, shares of Capital Stock of the Company
         (other than Disqualified Capital Stock), or out of the Net Proceeds of
         the substantially concurrent sale (other than to a Subsidiary of the
         Company) of other shares of Capital Stock of the Company (other than
         Disqualified Capital Stock);

                  (3)      the redemption or retirement of Indebtedness of the
         Company subordinated in right of payment to the Notes in exchange for,
         by conversion into, or out of, the Net Proceeds of a substantially
         concurrent sale or incurrence of, Indebtedness of the Company (other
         than any Indebtedness owed to a Subsidiary of the Company) that is
         Refinancing Indebtedness;

                  (4)      the payment of any dividend by a Restricted
         Subsidiary of the Company to the holders of its Capital Stock on a pro
         rata basis;

                  (5)      the repurchase, redemption or other acquisition or
         retirement for value of any shares of Capital Stock of the Company or
         any Restricted Subsidiary of the Company held by any member of the
         Company's (or any of its Restricted Subsidiaries') management or other
         employees pursuant to any management or employee equity subscription
         agreement, stock option agreement or similar agreement; provided that
         the aggregate price paid for all such repurchased, redeemed, acquired
         or retired shares of Capital Stock may not exceed $2.5 million in any
         twelve-month period (excluding, for purposes of calculating such
         amount, the aggregate amount received by any Person in connection with
         such repurchase, redemption or other acquisition or retirement for
         value of such shares of Capital Stock that is concurrently used to
         repay such Person's loan pursuant to clause (9) of the definition of
         Permitted Investments); and

                                      -38-
<PAGE>

                  (6)      additional Restricted Payments pursuant to this
         clause (6) in an aggregate amount (taken together with all other
         Restricted Payments made pursuant to this clause (6)) not to exceed
         $15.0 million.

                  (C)      In calculating the aggregate amount of Restricted
Payments made subsequent to the Issue Date for purposes of clause (A)(3) of this
Section 4.11, amounts expended pursuant to clauses (B)(1), (2) and (5) of this
Section 4.11 will be included in such calculation.

                  (D)      Nothing in this Section 4.11 shall limit the ability
of the Company or any of its Subsidiaries to enforce, or otherwise seek remedies
under, the Formation Note.

         Section 4.12. Limitation on Investments.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any Investment other than

                  (1)      a Permitted Investment; or

                  (2)      an Investment that is made after the Issue Date as a
         Restricted Payment in compliance with Section 4.11.

Nothing in this Section 4.12 shall limit the ability of the Company or any of
its Subsidiaries to enforce, or otherwise seek remedies under, the Formation
Note.

         Section 4.13. Limitation on Other Senior Subordinated Indebtedness.

                  The Company shall not, and shall not permit any Guarantor to,
directly or indirectly, incur, contingently or otherwise, any Indebtedness
(other than the Notes and the Guarantees, as the case may be) that is both

                  (1)      subordinate in right of payment to any Senior
         Indebtedness of the Company or such Guarantor, as the case may be, and

                  (2)      senior in right of payment to the Notes or the
         Guarantee of such Guarantor, as the case may be.

For purposes of this Section 4.13, Indebtedness is deemed to be senior in right
of payment to the Notes or a Guarantee, as the case may be, if it is not
explicitly subordinated in right of payment to Senior Indebtedness of the
Company or such Guarantor, as the case may be, at least to the same extent as
the Notes and the Guarantee of such Guarantor, as the case may be, are
subordinated to such Senior Indebtedness.

         Section 4.14. Limitation on Creation of Subsidiaries.

                  The Company shall not create or acquire, and shall not permit
any of its Subsidiaries to create or acquire, any Subsidiary other than:

                  (1)      a Restricted Subsidiary existing as of the Issue
         Date;

                  (2)      a Restricted Subsidiary that is acquired after the
         Issue Date as a result of the enforcement, award or negotiation of
         other remedies under the Formation Note;

                  (3)      any other Restricted Subsidiary that is acquired or
         created after the Issue Date; provided, however, that each such
         Restricted Subsidiary (other than a Special Purpose Refinancing
         Subsidiary) that is required to guarantee any Senior Indebtedness must
         execute a Guarantee, satisfactory in form and substance to the Trustee
         (and with such documentation relating thereto as the Trustee may
         require, including, without limitation, a supplement or amendment to
         this Indenture and Opinions of Counsel as to the enforceability of such
         Guarantee), pursuant to which such Restricted Subsidiary will become a
         Guarantor; or

                                      -39-
<PAGE>

                  (4)      an Unrestricted Subsidiary.

As of the Issue Date, the Company shall have no Restricted Subsidiaries other
than the Guarantors and the Non-Guarantor Subsidiaries.

         Section 4.15. Limitation on Asset Sales.

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

                  (1)      the Company or such Restricted Subsidiary, as the
         case may be, receives consideration at the time of such sale or other
         disposition at least equal to the fair market value of the assets sold
         or otherwise disposed of;

                  (2)      not less than 75% of the consideration received by
         the Company or such Restricted Subsidiary, as the case may be, is in
         the form of cash other than in the case where the Company is
         undertaking a Permitted Asset Swap; provided that the following shall
         be deemed to be cash for purposes of this clause (2):

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

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

                  (3)      the Asset Sale Proceeds received by the Company or
         such Restricted Subsidiary are applied:

                           (a)      first, to the extent the Company or any such
                  Restricted Subsidiary, as the case may be, elects, or is
                  required, to prepay, repay or purchase Indebtedness under any
                  then existing Senior Indebtedness of the Company or any such
                  Restricted Subsidiary within 366 days following the receipt of
                  the Asset Sale Proceeds from any Asset Sale;

                           (b)      second, to the extent of the balance of
                  Asset Sale Proceeds after application as described above, to
                  the extent the Company elects, (i) to an Investment in
                  property or other assets (including Capital Stock or other
                  securities purchased in connection with the acquisition of
                  Capital Stock or property of another Person) in compliance
                  with Section 4.20 hereof; (ii) to make a capital expenditure;
                  or (iii) to acquire other long-term assets that are in
                  compliance with Section 4.20 hereof; provided that the balance
                  of Asset Sale Proceeds are so applied within 366 days
                  following the receipt of such Asset Sale Proceeds; and

                           (c)      third, if on such 366th day with respect to
                  any Asset Sale, the Available Asset Sale Proceeds exceed $10.0
                  million, the Company must apply an amount equal to the
                  Available Asset Sale Proceeds to an offer to repurchase the
                  Notes and any other Pari Passu Indebtedness that requires an
                  offer to purchase be made with such Available Asset Sale
                  Proceeds, on a pro rata basis, at a purchase price in cash
                  equal to 100% of the principal amount thereof plus accrued and
                  unpaid interest, if any, to the purchase date (an "Excess
                  Proceeds Offer").

                                      -40-
<PAGE>

                  (B)      If the Company is required to make an Excess Proceeds
Offer, the Company shall mail, within 30 days of the date specified in clause
(A)(3)(c) of this Section 4.15, a notice to the Holders. Such notice shall be
sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at
the address appearing in the register maintained by the Registrar of the Notes,
and shall state:

                  (1)      that the Excess Proceeds Offer is being made pursuant
         to this Section 4.15 and that all Notes tendered will be accepted for
         payment and otherwise subject to the terms and conditions set forth in
         this Section 4.15;

                  (2)      that such Holders have the right to require the
         Company to apply the Available Asset Sale Proceeds to repurchase such
         Notes at a purchase price in cash equal to 100% of the aggregate
         principal amount thereof plus accrued and unpaid interest, if any,
         thereon to the date of purchase which shall be no earlier than 30 days
         and not later than 45 days from the date such notice is mailed (the
         "Excess Proceeds Payment Date");

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

                  (4)      that any Notes accepted for payment pursuant to the
         Excess Proceeds Offer shall cease to accrue interest after the Excess
         Proceeds Payment Date;

                  (5)      that Holders accepting the offer to have their Notes
         purchased pursuant to an Excess Proceeds Offer will be required to
         surrender the Notes, with the form entitled "Option of Holder to Elect
         Purchase" on the reverse of the Note completed, to the Paying Agent at
         the address specified in the notice prior to the close of business on
         the Business Day preceding the Excess Proceeds Payment Date;

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

                  (7)      that if the aggregate principal amount of Notes
         surrendered by Holders and holders of any other Pari Passu Indebtedness
         that requires an offer to purchase be made with such Available Asset
         Sale Proceeds exceeds the amount of Available Asset Sale Proceeds, the
         Company shall select the Notes and any other Pari Passu Indebtedness
         that requires an offer to purchase be made with such Available Asset
         Sale Proceeds to be purchased on a pro rata basis (with such
         adjustments as may be deemed appropriate by the Company so that only
         Notes in denominations of $1,000 or integral multiples thereof, shall
         be purchased);

                  (8)      that Holders whose Notes are being purchased only in
         part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered, provided that each Note
         purchased and each such new Note issued shall be in an original
         principal amount in denominations of $1,000 and integral multiples
         thereof;

                  (9)      the calculations used in determining the amount of
         Available Asset Sale Proceeds to be applied to the repurchase of such
         Notes;

                  (10)     any other procedures that a Holder must follow to
         accept an Excess Proceeds Offer or effect withdrawal of such
         acceptance; and

                  (11)     the name and address of the Paying Agent.

                  On the Excess Proceeds Payment Date, the Company shall, to the
extent lawful, (1) accept for payment, on a pro rata basis to the extent
necessary, Notes or portions thereof and any other Pari Passu Indebtedness
tendered pursuant to the Excess Proceeds Offer, (2) by 10:00 a.m., New York City
time deposit with the Paying

                                      -41-
<PAGE>

Agent U.S. legal tender sufficient to pay the purchase price plus accrued and
unpaid interest, if any, on the Notes to be purchased or portions thereof and
(3) deliver or cause to be delivered to the Trustee, Notes so accepted together
with an Officers' Certificate stating that such Notes or portions thereof were
accepted for payment by the Company in accordance with the terms of this Section
4.15. The Paying Agent shall promptly mail or wire transfer to each Holder so
accepted payment in an amount equal to the purchase price for such Notes, and
the Company shall execute and issue, and the Trustee shall promptly authenticate
and make available for delivery to such Holder, a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered; provided that each
such new Note shall be issued in an original principal amount in denominations
of $1,000 and integral multiples thereof. The Company shall publicly announce
the results of the Excess Proceeds Offer on the Excess Proceeds Payment Date.

                  If an Excess Proceeds Offer is not fully subscribed, the
Company may retain the portion of the Available Asset Sale Proceeds not required
to repurchase Notes and any other Pari Passu Indebtedness and use such portion
for general corporate purposes not otherwise prohibited by this Indenture, and
such retained portion will not be considered in the calculation of Available
Asset Sale Proceeds with respect to any subsequent offer to purchase Notes. Upon
completion of each such Excess Proceeds Offer, the amount of Available Asset
Sale Proceeds will be reset at zero.

                  (D)      In the event of the transfer of substantially all of
the property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under Section 5.01, the
successor Person shall be deemed to have sold the properties and assets of the
Company and its Restricted Subsidiaries not so transferred for purposes of this
Section 4.15, and must comply with the provisions of this Section 4.15 with
respect to such deemed sale as if it were an Asset Sale.

                  (E)      The Company shall comply with the requirements of
Rule 14e-1 under the Exchange Act and other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes pursuant to an Excess Proceeds Offer. To the extent
that the provisions of any securities laws or regulations conflict with this
Section 4.15, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.15 by virtue thereof.

         Section 4.16. Limitation on Transactions with Affiliates.

                  (A)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, enter into, amend or
suffer to exist any transaction or series of related transactions (including,
without limitation, the sale, purchase, exchange or lease of assets, property or
services) with or for the benefit of any Affiliate (each, an "Affiliate
Transaction") or extend, renew, waive or otherwise amend or modify the terms of
any Affiliate Transaction entered into prior to the Issue Date unless:

                  (1)      such Affiliate Transaction is between or among the
         Company and one or more of its Restricted Subsidiaries; or

                  (2)      the terms of such Affiliate Transaction are fair and
         reasonable to the Company or such Restricted Subsidiary, as the case
         may be, and the terms of such Affiliate Transaction are at least as
         favorable as the terms that could be obtained by the Company or such
         Restricted Subsidiary, as the case may be, in a comparable transaction
         made on an arm's-length basis between unaffiliated parties.

In any Affiliate Transaction (or any series of related Affiliate Transactions
that are similar or part of a common plan) involving an amount or having a fair
market value in excess of $5.0 million that is not permitted under clause (1)
above, the Company must obtain a Board Resolution of the Board of Directors of
the Company certifying that such Affiliate Transaction complies with clause (2)
above. In any Affiliate Transaction (or any series of related Affiliate
Transactions that are similar or part of a common plan) involving an amount or
having a fair market value in excess of $15.0 million that is not permitted
under clause (1) above, the Company must obtain a favorable written opinion as
to the fairness of such a transaction or transactions, as the case may be, from
an Independent Financial Advisor.

                                      -42-
<PAGE>

                  (B)      The foregoing provisions shall not apply to

                  (1)      any Restricted Payment that is not prohibited by
         Section 4.11 or any Permitted Investment;

                  (2)      reasonable fees and compensation paid to, and
         indemnity provided on behalf of, officers, directors or employees of
         the Company or any Restricted Subsidiary of the Company as determined
         in good faith by the Company's Board of Directors or senior management;

                  (3)      any agreement as in effect as of the Issue Date or
         any amendment thereto or any transaction contemplated thereby
         (including pursuant to any amendment thereto) or in any replacement
         agreement thereto so long as any such amendment or replacement
         agreement is not more disadvantageous to the Holders in any material
         respect than the original agreement as in effect on the Issue Date;

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

                  (5)      bona fide transactions with an Excluded Entity
         consistent with past practice of the Company or the relevant Restricted
         Subsidiary;

                  (6)      advances to employees for moving, entertainment and
         travel expenses and similar expenditures in the ordinary course of
         business and consistent with past practices;

                  (7)      sales of Capital Stock (other than Disqualified
         Capital Stock) to Affiliates of the Company; and

                  (8)      any effort by the Company or any of its Subsidiaries
         to enforce, or otherwise seek remedies under, the Formation Note.

         Section 4.17. Limitation on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, create, incur or assume any consensual
Liens of any kind against or upon any of their respective property (including
Capital Stock of a Restricted Subsidiary) or assets, whether owned on the Issue
Date or thereafter acquired, or any proceeds, income or profit therefrom that
secure Pari Passu Indebtedness or Indebtedness which is subordinate in right of
payment to the Notes or any Guarantee, unless:

                  (1)      in the case of Liens securing Indebtedness which is
         subordinate in right of payment to the Notes or such Guarantee, as the
         case may be, the Notes are secured by a Lien on such property
         (including Capital Stock of a Restricted Subsidiary), assets, proceeds,
         income or profit that is senior in priority to such Liens; and

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

         Section 4.18. Change of Control.

                  (A)      If a Change of Control occurs, the Company shall be
obligated to make an offer to purchase (the "Change of Control Offer") each
Holder's outstanding Notes at a purchase price (the "Change of Control Purchase
Price") equal to 101% of the principal amount thereof plus accrued and unpaid
interest, if any, to the Change of Control Payment Date in accordance with the
procedures set forth below.

                                      -43-
<PAGE>

                  (B)      Within 20 days of the occurrence of a Change of
Control, the Company shall mail to the Trustee and to each Holder, at the
address appearing in the register maintained by the Registrar of the Notes, a
notice stating:

                  (1)      that the Change of Control Offer is being made
         pursuant to this Section 4.18 and that all Notes tendered will be
         accepted for payment and otherwise subject to the terms and conditions
         set forth in this Section 4.18;

                  (2)      the Change of Control Purchase Price and the purchase
         date (which shall be a Business Day no earlier than 30 days and no
         later than 45 days from the date such notice is mailed (the "Change of
         Control Payment Date"));

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

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

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

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

                  (7)      that Holders whose Notes are being purchased only in
         part will be issued new Notes equal in principal amount to the
         unpurchased portion of the Notes surrendered, provided that each Note
         purchased and each such new Note issued shall be in an original
         principal amount in denominations of $1,000 and integral multiples
         thereof;

                  (8)      any other procedures that a Holder must follow to
         accept a Change of Control Offer or effect withdrawal of such
         acceptance; and

                  (9)      the name and address of the Paying Agent.

                  On the Change of Control Payment Date, the Company shall, to
the extent lawful, (1) accept for payment Notes or portions thereof tendered
pursuant to the Change of Control Offer, (2) deposit with the Paying Agent money
sufficient to pay the Change of Control Purchase Price of all Notes or portions
thereof so tendered and (3) deliver or cause to be delivered to the Trustee
Notes so accepted together with an Officers' Certificate stating the aggregate
principal amount of Notes or portions thereof tendered to the Company. The
Paying Agent shall promptly mail to each Holder of Notes so accepted payment in
an amount equal to the Change of Control Purchase Price for such Notes, and the
Company shall execute and issue, the Guarantors shall endorse thereon their
Guarantee, and the Trustee shall promptly authenticate and mail to such Holder,
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered; provided that each such new Note shall be issued in an original
principal amount in denominations of $1,000 and integral multiples thereof.

                  (C)      Prior to complying with any of the procedures
described in clause (B) above, but in any event within 20 days following any
Change of Control, the Company covenants to

                  (1)      repay in full all obligations and terminate all
         commitments under or in respect of all Senior Indebtedness the terms of
         which prohibit the purchase by the Company of the Notes upon a Change
         of

                                      -44-
<PAGE>

         Control in compliance with the terms of this Section 4.18 or offer to
         repay in full all obligations and terminate all commitments under or in
         respect of all such Senior Indebtedness and repay the Senior
         Indebtedness owed to each such lender who has accepted such offer; or

                  (2)      obtain the requisite consents under all such Senior
         Indebtedness to permit the repurchase of the Notes pursuant to this
         Section 4.18.

                  The Company must first comply with the covenant described in
the preceding sentence before it shall be required to purchase Notes in the
event of a Change of Control; provided that the Company's failure to comply with
the covenant described in the preceding sentence shall constitute an Event of
Default described in Section 6.01(c) if not cured within 45 days after the
notice required by Section 6.01(c).

                  (D)      (1) If the Company or any Guarantor has outstanding
any Indebtedness that is subordinated in right of payment to the Notes or the
Guarantees or has any Preferred Stock outstanding, and the Company or such
Guarantor is required to make a Change of Control Offer or to make a
distribution with respect to such subordinated Indebtedness or Preferred Stock
in the event of a Change of Control, the Company or such Guarantor shall not
consummate any such offer or distribution with respect to such subordinated
Indebtedness or Preferred Stock until such time as the Company has paid the
Change of Control Purchase Price to the Holders that have accepted the Company's
Change of Control Offer and must otherwise have consummated the Change of
Control Offer and (2) the Company and the Guarantors shall not issue
Indebtedness that is subordinated in right of payment to the Notes or the
Guarantees and shall not issue any Preferred Stock, as applicable, with change
of control provisions requiring the payment of such Indebtedness or Preferred
Stock prior to the payment of the Notes in the event of a Change in Control.

                  (E)      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 Notes pursuant to a Change of Control Offer. To the
extent that the provisions of any securities laws or regulations conflict with
this Section 4.18, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.18 by virtue thereof.

         Section 4.19. Limitation on Dividend and Other Payment
                       Restrictions Affecting Restricted Subsidiaries.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company, other than a Restricted
Subsidiary party to a Permitted Omega Refinancing Transaction, to

                  (1)      pay dividends or make any other distributions to the
         Company or any Restricted Subsidiary of the Company

                           (a)      on its Capital Stock, or

                           (b)      with respect to any other interest or
                  participation in, or measured by, its profits;

                  (2)      repay any Indebtedness or any other obligation owed
         to the Company or any Restricted Subsidiary of the Company;

                  (3)      make loans or advances or capital contributions to
         the Company or any of its Restricted Subsidiaries; or

                  (4)      transfer any of its properties or assets to the
         Company or any of its Restricted Subsidiaries;

                                      -45-
<PAGE>

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

                  (1)      encumbrances or restrictions existing on the Issue
         Date to the extent and in the manner such encumbrances and restrictions
         were in effect on the Issue Date, including without limitation,
         pursuant to the Credit Agreement;

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

                  (3)      applicable law;

                  (4)      any instrument governing Acquired Indebtedness, 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 (including any Subsidiary of the
         Person), so acquired;

                  (5)      customary non-assignment provisions in leases or
         other agreements entered in the ordinary course of business consistent
         with past practice;

                  (6)      Refinancing Indebtedness; provided that such
         restrictions are not materially more restrictive than those contained
         in the agreements governing the Indebtedness being refunded, refinanced
         or extended;

                  (7)      customary restrictions in security agreements or
         mortgages securing Indebtedness of the Company or a Restricted
         Subsidiary to the extent such restrictions restrict the transfer of the
         property subject to such security agreements and mortgages;

                  (8)      customary restrictions with respect to a Restricted
         Subsidiary of the Company pursuant to an agreement that has been
         entered into for the sale or disposition of all or substantially all of
         the Capital Stock or assets of such Restricted Subsidiary;

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

                  (10)     any other agreement, instrument or document relating
         to Senior Indebtedness now or hereafter in effect, provided that the
         terms and conditions of such encumbrances or restrictions are not
         materially more restrictive taken as a whole than those encumbrances or
         restrictions imposed in connection with the Credit Agreement as in
         effect on the Issue Date.

         Section 4.20. Limitation on Conduct of Business.

                  The Company and its Restricted Subsidiaries shall not engage
in any businesses other than Permitted Businesses.

         Section 4.21. Limitation on Preferred Stock of Restricted Subsidiaries.

                  The Company shall not permit any of its Restricted
Subsidiaries to issue any Preferred Stock (except Preferred Stock issued to the
Company or a Restricted Subsidiary of the Company) or permit any Person (other
than the Company or a Restricted Subsidiary of the Company) to hold any such
Preferred Stock unless such Restricted Subsidiary would be entitled to incur or
assume Indebtedness under Section 4.10 (other than Permitted Indebtedness) in an
aggregate principal amount equal to the aggregate liquidation value of the
Preferred Stock to be issued.

                                      -46-
<PAGE>

         Section 4.22. Limitation on Capital Stock of Restricted Subsidiaries.

                  The Company shall not:

                  (1)      sell, pledge, hypothecate or otherwise convey or
         dispose of any Capital Stock of a Restricted Subsidiary of the Company;
         or

                  (2)      permit any of its Restricted Subsidiaries to issue
         any Capital Stock, other than to the Company or a Restricted Subsidiary
         of the Company.

The foregoing restrictions will not apply to (i) a Lien created or incurred in
compliance with Section 4.17, (ii) an Asset Sale made in compliance with Section
4.15 (provided that if such Asset Sale is for less than all of the outstanding
Capital Stock of any Restricted Subsidiary held by the Company or any of its
Restricted Subsidiaries, such Asset Sale must also comply with Section 4.11) or
(iii) the issuance of Preferred Stock in compliance with Section 4.21.

         Section 4.23. Limitation on Sale and Lease-Back Transactions.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, enter into any Sale and Lease-Back Transaction;
provided that the Company or any Guarantor may enter into a Sale and Lease-Back
Transaction if:

                  (1)      the Company or such Guarantor, as applicable, could
         have

                           (a)      incurred Indebtedness in an amount equal to
                  the Attributable Indebtedness relating to such Sale and
                  Lease-Back Transaction under Section 4.10; and

                           (b)      incurred a Lien to secure such Indebtedness
                  pursuant to Section 4.17;

                  (2)      the gross cash proceeds of that Sale and Lease-Back
         Transaction are at least equal to the fair market value of the property
         sold; and

                  (3)      the transfer of assets in that Sale and Lease-Back
         Transaction is permitted by, and the Company applies the proceeds of
         such transaction in compliance with Section 4.15.

         Section 4.24. Payments for Consent.

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

         Section 4.25. Limitation on Transfer of Assets.

                  Except for Permitted Investments, neither the Company nor any
Guarantor shall sell, convey, transfer or otherwise dispose of its assets or
property to any Restricted Subsidiary that is not a Guarantor, except for sales,
conveyances, transfers or other dispositions (a) made in the ordinary course of
business or (b) to any Restricted Subsidiary if such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture to the Indenture
providing for a Guarantee by such Restricted Subsidiary of the Notes; provided
that this Section 4.25 shall not restrict the ability of the Company or a
Restricted Subsidiary from returning cash to PHCMI as part of cash management
activity conducted in the ordinary course of business consistent with past
practice.

                                      -47-
<PAGE>

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

         Section 5.01. Limitation on Consolidation, Merger and Sale of Assets.

                  The Company shall not and shall not permit any of its
Restricted Subsidiaries (other than the Non-Material Guarantor Subsidiaries) to
(1) consolidate or merge with or into another Person (whether or not the Company
or such Restricted Subsidiary will be the continuing Person), or (2) sell,
assign, transfer, lease, convey or otherwise dispose of (each, a "transfer") all
or substantially all of the assets of the Company (as an entirety or
substantially as an entirety in one transaction or a series of related
transactions) to any Person unless:

                  (a)      either the Company or such Restricted Subsidiary, as
         the case may be, shall be the continuing Person, or the Person (if
         other than the Company or such Restricted Subsidiary) formed by such
         consolidation or into which the Company or such Restricted Subsidiary,
         as the case may be, is merged or to which the assets of the Company or
         such Restricted Subsidiary, as the case may be, are transferred must be
         a corporation organized and existing under the laws of the United
         States or any State thereof or the District of Columbia and, unless
         already a Guarantor, must expressly assume, by a supplemental
         indenture, executed and delivered to the Trustee, in form satisfactory
         to the Trustee, all of the obligations of the Company or such
         Restricted Subsidiary, as the case may be, under this Indenture, the
         Notes and the Guarantees, and the obligations thereunder will remain in
         full force and effect;

                  (b)      immediately before and immediately after giving
         effect to such transaction, no Default or Event of Default shall have
         occurred and be continuing; and

                  (c)      immediately after giving effect to such transaction
         on a pro forma basis the Company or such Person shall be able to incur
         at least $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) under Section 4.10; provided that a Person that is a
         Guarantor on the Issue Date may merge into the Company or another
         Person that is a Guarantor on the Issue Date without complying with
         this clause (c).

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

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all of the properties or assets of one or
more Restricted Subsidiaries of the Company the Capital Stock of which
constitutes all or substantially all of the properties and assets of the
Company, will be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

                  This covenant shall not prohibit (1) the consolidation or
merger of a Guarantor with and into the Company or any other Guarantor, or of a
PHCMI Group Member with and into another PHCMI Group Member; or (2) the sale or
transfer of all or substantially all of the assets of a Guarantor to the Company
or any other Guarantor, or of a PHCMI Group Member to another PHCMI Group
Member.

         Section 5.02. Successor Person Substituted.

                  Upon any consolidation, merger, conveyance or any transfer of
all or substantially all of the assets of the Company in accordance with Section
5.01 above, the successor entity formed by such consolidation or into which the
Company or any such Restricted Subsidiary is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company or such Restricted Subsidiary, as the case may be, under
this Indenture with the same effect as if such successor entity had been named
as the Com-

                                      -48-
<PAGE>

pany or such Restricted Subsidiary, as the case may be herein, and thereafter
the predecessor entity shall be relieved of all obligations and covenants under
this Indenture and the Notes.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

         Section 6.01. Events of Default.

                  An "Event of Default" occurs if

                  (a)      there is a default in the payment of any principal
         of, or premium, if any, on the Notes when the same becomes due and
         payable at maturity, upon acceleration, redemption or required
         repurchase or otherwise, whether or not such payment is prohibited by
         the provisions of Article 12;

                  (b)      there is a default in the payment of any interest on
         any Note when the same becomes due and payable and the default
         continues for a period of 30 days, whether or not such payment is
         prohibited by the provisions of Article 12;

                  (c)      there is a default by the Company or any Restricted
         Subsidiary in the observance or performance of any other covenant in
         the Notes or this Indenture for 45 days after written notice from the
         Trustee or the Holders of not less than 25% in aggregate principal
         amount of the Notes then outstanding (except in the case of a default
         with respect to Section 4.18 or 5.01 which shall constitute an Event of
         Default with such notice requirement but without such passage of time
         requirement);

                  (d)      there is a failure to pay when due (after giving
         effect to any applicable grace periods and any waiver or extension
         thereof) principal, interest or premium with respect to any
         Indebtedness of the Company or any Restricted Subsidiary thereof, or
         the acceleration of any such Indebtedness, if the aggregate amount of
         such Indebtedness, together with the amount of any other such
         Indebtedness in default for failure to pay principal, interest or
         premium or which has been accelerated, aggregates $20.0 million or more
         at any time;

                  (e)      any final judgment or judgments that can no longer be
         appealed for the payment of money in excess of $20.0 million (to the
         extent not covered by insurance, including, without limitation,
         self-insured through an adequately funded Insurance Subsidiary or
         insurance account) shall be rendered against the Company or any
         Restricted Subsidiary thereof, and shall not be discharged for any
         period of 60 consecutive days during which a stay of enforcement shall
         not be in effect;

                  (f)      the Company or any Restricted Subsidiary (other than
         with respect to the Non-Material Guarantor Subsidiaries and, unless
         they shall have become Guarantors, the PHCMI Group Members) pursuant to
         or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary case,

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

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

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

                           (E)      generally is not able to pay its debts as
                                    they become due, or

                           (F)      takes any corporate action to authorize or
                                    effect any of the foregoing;

                                      -49-
<PAGE>

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

                           (A)      is for relief against the Company or any
                  Restricted Subsidiary (other than with respect to the
                  Non-Material Guarantor Subsidiaries and, unless they shall
                  have become Guarantors, the PHCMI Group Members) in an
                  involuntary case,

                           (B)      appoints a Custodian of the Company or any
                  Restricted Subsidiary or for all or substantially all of the
                  Property of the Company or any Restricted Subsidiary (other
                  than with respect to the Non-Material Guarantor Subsidiaries
                  and, unless they shall have become Guarantors, the PHCMI Group
                  Members), or

                           (C)      orders the liquidation of the Company or any
                  Restricted Subsidiary (other than with respect to the
                  Non-Material Guarantor Subsidiaries and, unless they shall
                  have become Guarantors, the PHCMI Group Members),

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

                  (h)      any of the Guarantees ceases to be in full force and
         effect or any of the Guarantees is declared to be null and void and
         unenforceable or any of the Guarantees is found to be invalid or any of
         the Guarantors denies its liability under its Guarantee (other than by
         reason of release of a Guarantor in accordance with the terms of this
         Indenture).

                  The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal, state or foreign law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

         Section 6.02. Acceleration.

                  If an Event of Default (other than an Event of Default of the
type described in Section 6.01(f) or (g)) shall have occurred and be continuing,
then the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Notes then outstanding may declare to be immediately due and
payable the entire principal amount of all the Notes then outstanding plus
accrued and unpaid interest, if any, to the date of acceleration and (i) the
same shall become immediately due and payable or (ii) if there are any amounts
outstanding under the Credit Facility, shall become immediately due and payable
upon the first to occur of an acceleration under the Credit Facility or five
business days after receipt by the Company and the representative under the
Credit Facility of a notice of acceleration; provided, however, that after such
acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of outstanding Notes may rescind and annul such acceleration if

                  (1)      all Events of Default, other than nonpayment of
         accelerated principal, premium, if any, or interest that has become due
         solely because of the acceleration, have been cured or waived;

                  (2)      to the extent the payment of such interest is lawful,
         interest on overdue installments of interest and overdue principal,
         which has become due otherwise than by such declaration of
         acceleration, has been paid;

                  (3)      the Company has paid the Trustee its reasonable
         compensation and reimbursed the Trustee for its expenses, disbursements
         and advances; and

                  (4)      in the event of the cure or waiver of an Event of
         Default of the type described in Section 6.01(f) or (g) above, the
         Trustee shall have received an Officers' Certificate and an Opinion of
         Counsel that such Event of Default has been cured or waived.

                                      -50-
<PAGE>

No such rescission shall affect any subsequent Default or impair any right
consequent thereto. In case an Event of Default of the type described in Section
6.01(f) or (g) above shall occur, the principal, premium and interest amount
with respect to all of the Notes shall be due and payable immediately without
any declaration or other act on the part of the Trustee or the Holders.

         Section 6.03. Other Remedies.

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

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes 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. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

         Section 6.04. Waiver of Past Defaults and Events of Default.

                  Subject to Sections 2.09, 6.02, 6.07 and 8.02, the Holders of
a majority in principal amount of the Notes then outstanding have the right to
waive past Defaults under this Indenture except a Default in the payment of the
principal of, or interest or premium, if any, on any Note as specified in
clauses (a) and (b) of Section 6.01 or in respect of a covenant or a provision
which cannot be modified or amended without the consent of all Holders as
provided for in Section 8.02. The Company shall deliver to the Trustee an
Officers' Certificate stating that the requisite percentage of Holders have
consented to such waiver and attaching copies of such consents. In case of any
such waiver, the Company, the Trustee and the Holders shall be restored to their
former positions and rights hereunder and under the Notes, respectively. This
paragraph of this Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA.

                  Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

         Section 6.05. Control by Majority.

                  Subject to Section 2.09, the Holders of a majority in
principal amount of the outstanding Notes have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee by this
Indenture. The Trustee, however, may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines may be
unduly prejudicial to the rights of another Holder not taking part in such
direction, and the Trustee shall have the right to decline to follow any such
direction if the Trustee, being advised by counsel, determines that the action
so directed may not lawfully be taken or if the Trustee in good faith shall, by
a Trust Officer, determine that the proceedings so directed may involve it in
personal liability; provided that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction. In the
event the Trustee takes any action or follows any direction pursuant to this
Indenture, the Trustee shall be entitled to indemnification reasonably
satisfactory to it against any loss or expense caused by taking such action or
following such direction. This Section 6.05 shall be in lieu of Section
316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the TIA is hereby
expressly excluded from this Indenture and the Notes, as permitted by the TIA.

                                      -51-
<PAGE>

         Section 6.06. Limitation on Suits.

                  Subject to Section 6.07 below, no Holder shall have any right
to institute any proceeding with respect to this Indenture or any remedy
thereunder unless:

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

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

                  (3)      such Holder or Holders offer to the Trustee indemnity
         reasonably satisfactory to the Trustee against any loss, liability or
         expense which may be incurred in compliance with such request;

                  (4)      the Trustee has not received from the Holders of a
         majority in aggregate principal amount of the outstanding Notes a
         direction inconsistent with such request; and

                  (5)      the Trustee fails to institute such proceeding within
         60 days after receipt of such notice and the offer of indemnity;

                  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 6.07. Rights of Holders to Receive Payment.

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

         Section 6.08. Collection Suit by Trustee.

                  If an Event of Default occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount of unpaid principal, premium and accrued
interest remaining unpaid, together with, to the extent that payment of such
interest is lawful, interest on overdue principal and interest on overdue
installments of interest, in each case at the rate set forth in Section 4.01,
and such further amounts as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

         Section 6.09. Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), their creditors or their property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its charges and expenses to the extent that any such charges and
expenses are not paid out of the estate in any such proceedings and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

                  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 or reorganization, arrangement, adjustment or composition affect-

                                      -52-
<PAGE>

ing the Notes or the rights of any Holder thereof, or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceedings.

         Section 6.10. Priorities.

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

                  FIRST: to the Trustee for amounts due under Section 7.07;

                  SECOND: if the Holders are forced to proceed against the
         Company or any Guarantor directly without the Trustee, to Holders for
         their collection costs;

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

                  FOURTH: to the Company or, to the extent the Trustee collects
         any amounts from any Guarantor, to such Guarantor.

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

         Section 6.11. Undertaking for Costs.

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

                                    ARTICLE 7

                                     TRUSTEE

         Section 7.01. Duties of Trustee.

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

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

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

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

                                      -53-
<PAGE>

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

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

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

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

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

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

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

         Section 7.02. Rights of Trustee.

                  Subject to Section 7.01:

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

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

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

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

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

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

                                      -54-
<PAGE>

         Section 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within the time required by Section
77jjj of the TIA, apply to the Commission for permission to continue as trustee
or resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

         Section 7.04. Trustee's Disclaimer.

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

         Section 7.05. Notice of Defaults.

                  If a Default or an Event of Default occurs and is continuing
and if it is known to the Trustee, the Trustee shall mail to each Holder a
notice of the Default or Event of Default within 90 days after it occurs. Except
in the case of a Default or an Event of Default in payment of principal of,
premium or interest on, any Note, the Trustee may withhold the notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or responsible officer of the Trustee in good faith determines
that withholding the notice is in the interest of the Holders. This Section 7.05
shall be in lieu of the proviso to Section 315(b) of the TIA, and such proviso
of Section 315(b) of the TIA is hereby expressly excluded from this Indenture
and the Notes, as permitted by the TIA.

         Section 7.06. Reports by Trustee to Holders.

                  (a)      Within 60 days after each May 15 beginning with the
May 15 following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders 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)(2). The Trustee shall also transmit by mail all
reports as required by TIA Section 313(c).

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

         Section 7.07. Compensation and Indemnity.

                  (a) The Company shall pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services
hereunder. 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.

                  (b) The Company and the Guarantors shall indemnify the Trustee
against any and all losses, liabilities or expenses incurred by it arising out
of or in connection with the acceptance or administration of its duties under
this Indenture, including the costs and expenses of enforcing this Indenture
against the Company and the

                                      -55-
<PAGE>

Guarantors (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company, the Guarantors or any Holder or any other
Person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company or
any of the Guarantors of their obligations hereunder. The Company or such
Guarantor shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. Neither the Company nor any Guarantor need
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

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

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

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

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

         Section 7.08. Replacement of Trustee.

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

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

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

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

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

                  (4)      the Trustee becomes incapable of acting.

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

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

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

                                      -56-
<PAGE>

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

         Section 7.09. Successor Trustee by Consolidation, Merger or Conversion.

                  If the Trustee consolidates with, 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.

         Section 7.10. Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $100.0 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 Sections 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

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

         Section 8.01. Without Consent of Holders.

                  The Company and the Guarantors, when authorized by a Board
Resolution, and the Trustee may amend or supplement this Indenture, the Notes or
the Guarantees without notice to or consent of any Holder:

                  (1)      to cure any ambiguity, defect or inconsistency;
         provided that such amendment or supplement does not, in the opinion of
         the Trustee, adversely affect the rights of any Holder in any material
         respect;

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

                  (3)      to comply with Article 5;

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

                  (5)      to make any change that would provide any additional
         benefit or rights to the Holders;

                                      -57-
<PAGE>

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

                  (7)      to secure the Notes pursuant to the requirements of
         Section 4.17 or otherwise;

                  (8)      to reflect the release of a Guarantor from its
         obligations with respect to its Guarantee pursuant to Section 10.06 or
         to add a Guarantor pursuant to Section 4.14; or

                  (9)      to make any other change that does not adversely
         affect the rights of any Holder under this Indenture.

         Section 8.02. With Consent of Holders.

                  Subject to Section 6.07, the Company and the Guarantors, when
each is authorized by a Board Resolution of their respective Boards of
Directors, and the Trustee may amend or supplement this Indenture or the Notes
or the Guarantees with the written consent of the Holders of at least a majority
in principal amount of the outstanding Notes. Subject to Section 6.07, the
Holders of a majority in principal amount of the outstanding Notes may waive
compliance by the Company or any Guarantor, with any provision of this
Indenture, the Notes, or the Guarantees. However, without the consent of each
Holder affected, an amendment, supplement or waiver, including a waiver pursuant
to Section 6.04, may not:

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

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

                  (3)      reduce the principal of or premium on or change the
         stated maturity of any Note or change the date on which any Notes may
         be subject to redemption or repurchase or reduce the redemption or
         repurchase price therefor;

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

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

                  (6)      make any change in provisions of this Indenture
         protecting the right of each Holder to receive payment of principal of
         and interest on such Note on or after the due date thereof or to bring
         suit to enforce such payment, or permitting Holders of a majority in
         principal amount of Notes to waive Defaults or Events of Default;

                  (7)      amend, change or modify in any material respect the
         obligation of the Company to make and consummate a Change of Control
         Offer in the event of a Change of Control or make and consummate an
         Excess Proceeds Offer with respect to any Asset Sale that has been
         consummated or modify any of the provisions or definitions with respect
         thereto;

                  (8)      modify or change any provision of this Indenture or
         the related definitions affecting the subordination or ranking of the
         Notes or any Guarantee in a manner which adversely affects the Holders;
         or

                  (9)      release any Guarantor from any of its obligations
         under its Guarantee or this Indenture otherwise than in accordance with
         the terms of this Indenture.

                  After an amendment, supplement or waiver under this Section
8.02 becomes effective, the Company shall mail to the Holders a notice briefly
describing the amendment, supplement or waiver. Any failure of the

                                      -58-
<PAGE>

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.

                  Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by 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 8.06, the Trustee shall join with the Company and
the Guarantors in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture, in which case the Trustee may in its discretion, but shall
not be obligated to, enter into such supplemental indenture.

                  It shall not be necessary for the consent of the Holders under
this Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

         Section 8.03. Compliance with TIA.

                  Every amendment to or supplement of this Indenture, the Notes
or the Guarantees shall comply with the TIA as then in effect.

         Section 8.04. Revocation and Effect of Consents.

                  Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of such Note by
notice to the Trustee or the Company received before the date on which the
Trustee receives an Officers' Certificate certifying that the Holders of the
requisite principal amount of Notes have consented (and not theretofore revoked
such consent) to the amendment, supplement or waiver.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent to any
amendment, supplement or waiver. 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 revoke any consent previously given, whether or
not such Persons continue to be Holders after such record date. No such consent
shall be valid or effective for more than 90 days after such record date.

                  After an amendment, supplement or waiver becomes effective, it
shall bind every Holder, unless it makes a change described in any of clauses
(1) through (9) of Section 8.02, in which case, the amendment, supplement or
waiver shall bind only each Holder who has consented to it and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note; provided that any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of and interest
on a Note, on or after the respective due dates expressed in such Note, or to
bring suit for the enforcement of any such payment on or after such respective
dates without the consent of such Holder.

         Section 8.05. Notation on or Exchange of Notes.

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

                                      -59-
<PAGE>

         Section 8.06. Trustee to Sign Amendments, etc.

                  The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this Article 8 is
authorized or permitted by this Indenture and that such amendment, supplement or
waiver constitutes the legal, valid and binding obligation of the Company and
any Guarantors, enforceable in accordance with its terms (subject to customary
exceptions). The Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver which affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise.

                                    ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

         Section 9.01. Satisfaction and Discharge of Indenture.

                  This Indenture shall be discharged and shall cease to be of
further effect (except those obligations referred to in the penultimate
paragraph of this Section 9.01) as to all outstanding Notes and the Trustee, on
written demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when
either:

                  (a)      all Notes theretofore authenticated and delivered
         (other than (i) Notes which have been destroyed, lost or stolen and
         which have been replaced or paid as provided in Section 2.07 and (ii)
         Notes for whose payment money has theretofore been deposited in trust
         or segregated and held in trust by the Company and thereafter repaid to
         the Company or discharged from such trust) have been delivered to the
         Trustee for cancellation; or

                  (b)      (i) either (A) pursuant to Article 3, the Company
         shall have given notice to the Trustee and mailed a notice of
         redemption to each Holder of the redemption of all of the Notes under
         arrangements satisfactory to the Trustee for the giving of such notice
         or (B) all Notes not theretofore delivered to the Trustee for
         cancellation have become due and payable; (ii) the Company shall have
         irrevocably deposited or caused to be deposited with the Trustee in
         trust an amount of U.S. legal tender and/or non-callable government
         obligations sufficient to pay and discharge the entire Indebtedness on
         such Notes not theretofore delivered to the Trustee for cancellation,
         for the principal of, premium, if any, and interest on the Notes to the
         date of such deposit; (iii) no Default or Event of Default with respect
         to this Indenture or the Notes shall have occurred and be continuing on
         the date of such deposit or shall occur as a result of such deposit and
         such deposit will not result in a breach or violation of, or constitute
         a default under, any other instrument to which the Company is a party
         or by which it is bound; (iv) the Company has paid or caused to be paid
         all other sums payable hereunder by the Company; (v) the Company has
         delivered to the Trustee (A) irrevocable instructions to apply the
         deposited money toward payment of the Notes at the maturity or
         redemption thereof, and (B) an Officers' Certificate and an Opinion of
         Counsel, each stating that all conditions precedent herein provided for
         relating to the satisfaction and discharge of this Indenture have been
         complied with; and (vi) that from and after the time of deposit, the
         money deposited shall not be subject to the rights of holders of Senior
         Indebtedness pursuant to the provisions of Article 12 or to the rights
         of holders of Senior Indebtedness pursuant to the provisions of Article
         11.

                  Notwithstanding the foregoing paragraph, the Company's
obligations in Article 2 and Sections 4.01, 4.07, 7.07, 9.06 and 9.07 shall
survive until the Notes are no longer outstanding pursuant to the last paragraph
of Section 2.08. After the Notes are no longer outstanding, the Company's
obligations in Sections 7.07, 9.06 and 9.07 shall survive.

                  After such delivery or irrevocable deposit, the Trustee upon
request shall acknowledge in writing the discharge of the Company's and each
Guarantor's obligations under the Notes, the Guarantees and this Indenture
except for those surviving obligations specified above.

                                      -60-
<PAGE>

         Section 9.02. Legal Defeasance.

                  (a)      The Company may, at its option by Board Resolution of
the Board of Directors of the Company, at any time, elect to have this section
be applied to all outstanding Notes upon compliance with the conditions set
forth in Section 9.04.

                  (b)      Upon the Company's exercise under paragraph (a)
hereof of the option applicable to this paragraph (b), the Company and each
Guarantor shall, subject to the satisfaction of the conditions set forth in
Section 9.04, be deemed to have been discharged from their respective
obligations with respect to all outstanding Notes and the Guarantees on the date
the conditions set forth below are satisfied (hereinafter, "Legal Defeasance").
For this purpose, Legal Defeasance means that the Company and each Guarantor
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes and the Guarantees, which shall thereafter be deemed to
be "outstanding" only for the purposes of Section 9.05 and the other Sections of
this Indenture referred to in (i) and (ii) below, and to have satisfied all
their other respective obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), and Holders and any amounts deposited under
Section 9.04 shall cease to be subject to any obligations to, or the rights of,
any holder of Senior Indebtedness under Article 12 or otherwise or any holder of
Senior Indebtedness of a Guarantor under Article 11 or otherwise, except for the
following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 9.05, and as more fully set
forth in such Section, payments in respect of the principal of, premium, if any,
and interest on such Notes when such payments are due, (ii) the Company's
obligations with respect to such Notes under Article 2 and Section 4.07, (iii)
the rights, powers, trusts, duties and immunities of the Trustee hereunder and
the Company's obligations in connection therewith and (iv) this Article 9.
Subject to compliance with this Article 9, the Company may exercise its option
under this Section 9.02 notwithstanding the prior exercise of its option under
Section 9.03 below with respect to the Notes.

         Section 9.03. Covenant Defeasance.

                  (a)      The Company may, at its option by Board Resolution of
the Board of Directors of the Company, at any time, elect to have this Section
be applied to all outstanding Notes upon compliance with the conditions set
forth in Section 9.04.

                  (b)      Upon the Company's exercise under paragraph (a)
hereof of the option applicable to this paragraph (b), the Company and each
Guarantor shall, subject to the satisfaction of the conditions set forth in
Section 9.04, be released from their respective obligations under the covenants
contained in Sections 4.05, 4.08, 4.09 and 4.10 through 4.25, inclusive, and
Article 5 with respect to the outstanding Notes and the Guarantees on and after
the date the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes and the Guarantees 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 and Holders and any amounts deposited under Section 9.04 shall cease
to be subject to any obligations to the rights of, any holder of Senior
Indebtedness under Article 12 or otherwise or any holder of Senior Indebtedness
of a Guarantor under Article 11 or otherwise. For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Notes and the Guarantees,
the Company and each Guarantor may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event or Default under Section
6.01(c), but, except as specified above, the remainder of this Indenture, such
Notes and the Guarantees shall be unaffected thereby. In addition, upon the
Company's exercise under paragraph (a) hereof of the option applicable to this
paragraph (b), subject to the satisfaction of the conditions set forth in
Section 9.04, Sections 6.01(c), 6.01(d) and 6.01(e) shall not constitute Events
of Default.

                                      -61-
<PAGE>

         Section 9.04. Conditions to Legal Defeasance or Covenant Defeasance.

                  The following shall be the conditions to the application of
either Section 9.02 or 9.03 to the outstanding Notes and the Guarantees:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a)      the Company must irrevocably deposit with the Trustee
         (or other qualifying trustee), in trust, for the benefit of the
         Holders, U.S. legal tender and/or non-callable U.S. government
         obligations, or a combination thereof, in such amounts as will be
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants, to pay the principal of, premium, if
         any, and interest on the Notes on the scheduled due dates or on the
         applicable Redemption Date, as the case may be, provided that the
         Trustee shall have received an irrevocable written order from the
         Company instructing the Trustee to apply such U.S. legal tender or the
         proceeds of such non-callable U.S. government obligations to said
         payments with respect to the Notes;

                  (b)      in the case of an election under Section 9.02, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         acceptable to the Trustee confirming that (i) the Company has received
         from, or there has been published by, the Internal Revenue Service a
         ruling or (ii) since the date of this Indenture, there has been a
         change in the applicable federal income tax law, in either case to the
         effect that, and based thereon such Opinion of Counsel shall confirm
         that, the Holders will not recognize income, gain or loss for federal
         income tax purposes as a result of such deposit, Legal Defeasance and
         discharge and will be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such deposit, Legal Defeasance and discharge had not
         occurred;

                  (c)      in the case of an election under Section 9.03, the
         Company shall have delivered to the Trustee an Opinion of Counsel
         confirming that the Holders will not recognize income, gain or loss for
         U.S. federal income tax purposes as a result of such deposit, Covenant
         Defeasance and discharge and will be subject to federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such deposit, Covenant Defeasance and discharge
         had not occurred;

                  (d)      no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit or insofar as Sections
         6.01(f) and 6.01(g) are concerned, at any time in the period ending on
         the 91st day after the date of such deposit or, if longer, ending on
         the day following the expiration of the longest preference period under
         any Bankruptcy Law (it being understood that this condition shall not
         be deemed to be satisfied until the expiration of such period);

                  (e)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a Default under,
         this Indenture or any other material agreement or instrument to which
         the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

                  (f)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders over any other
         creditors of the Company or with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;

                  (g)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for or relating to the Legal Defeasance
         or the Covenant Defeasance have been complied with;

                  (h)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that (i) the trust funds will not be
         subject to any rights of any holders of Senior Indebtedness, including,
         without limitation, those arising under this Indenture, and (ii)
         assuming no intervening event of the type described in Sections 6.01(f)
         and 6.01(g) between the date of deposit and the 91st day following the
         deposit or, if longer, ending on the day following the expiration of
         the longest preference period under any Bankruptcy

                                      -62-
<PAGE>

         Law (it being understood that this condition should not be deemed to be
         satisfied until the expiration of such period) and further assuming
         that no Holder is an insider of the Company, after the 91st day
         following the deposit or, if longer, ending on the day following the
         expiration of the longest preference period under any Bankruptcy Law
         (it being understood that this condition should not be deemed to be
         satisfied until the expiration of such period), the trust funds will
         not be subject to the effect of any applicable Bankruptcy Law;

                  (i)      such Legal Defeasance or Covenant Defeasance shall
         not cause the Trustee to have a conflicting interest for purposes of
         the TIA with respect to any securities of the Company; and

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

         Section 9.05. Application of Trust Money.

                  All money and U.S. government obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 9.01 or 9.04 in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Holders of such Notes, of all sums due and to become due
thereon in respect of principal, premium, if any, and accrued interest, but such
money need not be segregated from other funds except to the extent required by
law.

                  The Company and the Guarantors shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
U.S. government obligations deposited pursuant to Section 9.01 or 9.04 or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the
Holders.

                  Anything in this Article 9 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon a written
request of the Company in the form of an Officers' Certificate any money or U.S.
government obligations held by it as provided in Section 9.01 or 9.04 which, in
the opinion of a nationally-recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

         Section 9.06. Repayment to the Company.

                  Subject to Sections 9.01, 9.02, 9.03, 9.04, 9.05 and 9.07, the
Trustee and the Paying Agent shall promptly pay to the Company upon request any
excess U.S. legal tender or U.S. government obligations held by them at any time
and thereupon shall be relieved from all liability with respect to such money.
The Trustee and the Paying Agent shall pay to the Company upon request any money
held by them for the payment of principal, premium, if any, or interest that
remains unclaimed for two years; provided that the Trustee or such Paying Agent,
before being required to make any payment, may at the expense of the Company
cause to be published once in a newspaper of general circulation in the City of
New York or mail to each Holder entitled to such money notice that such money
remains unclaimed, and that after a date specified therein which shall be at
least 30 days from the date of such publication or mailing, any unclaimed
balance of such money then remaining will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look to the Company
for payment as general creditors unless an applicable law designates another
Person.

         Section 9.07. Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any U.S.
legal tender and/or non-callable U.S. government obligations in accordance with
Section 9.01, 9.02 or 9.03 by reason of any legal proceeding or by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's and each Guarantor's
obligations under this Indenture, the Notes and the Guaran-

                                      -63-
<PAGE>

tees shall be revived and reinstated as though no deposit had occurred pursuant
to this Article 9 until such time as the Trustee or Paying Agent is permitted to
apply all such U.S. legal tender and/or non-callable U.S. government obligations
in accordance with Section 9.01; provided, however, that if the Company or the
Guarantors have made any payment of principal of, premium, if any, or accrued
interest on any Notes because of the reinstatement of their obligations, the
Company and each such Guarantor shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money or U.S. government
obligations held by the Trustee or Paying Agent.

                                   ARTICLE 10

                                    GUARANTEE

         Section 10.01. Unconditional Guarantee.

                  Each Guarantor hereby unconditionally, jointly and severally,
guarantees to each Holder of a Note authenticated by the Trustee and to the
Trustee and its successors and assigns that the principal of, premium thereon
(if any) and interest on the Notes will be promptly paid in full when due,
subject to any applicable grace period, whether at maturity, by acceleration or
otherwise, and interest on the overdue principal and interest on any overdue
interest on the Notes and all other obligations of the Company to the Holders or
the Trustee hereunder or under the Notes will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; subject,
however, to the limitations set forth in Section 10.03. Each Guarantor hereby
agrees that its obligations hereunder shall be unconditional, irrespective of
the validity, regularity or enforceability of the Notes or this Indenture, the
absence of any action to enforce the same, any waiver or consent by any Holder
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that the Guarantee will
not be discharged except by complete performance of the obligations contained in
the Notes and this Indenture. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, any Guarantor, or any custodian,
trustee, liquidator or other similar official acting in relation to the Company
or any Guarantor, any amount paid by the Company or any Guarantor to the Trustee
or such Holder, each Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor further agrees that, as
between a Guarantor, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations Guaranteed hereby may be
accelerated as provided in Article 6 for the purpose of each Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any acceleration of such obligations as provided in Article 6, such
obligations (whether or not due and payable) shall become due and payable by
each Guarantor for the purpose of each Guarantee.

                  Each Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Article 10.

                  Each Guarantor shall at all times remain a wholly-owned
Subsidiary of the Company for so long as such Guarantor remains a Subsidiary of
the Company, except with respect to a non wholly-owned Subsidiary of the Company
as of the Issue Date or acquired after the Issue Date; provided, that the
minority interest of such non wholly-owned Subsidiary shall at no time be
greater than the minority interest on the Issue Date or the date of acquisition,
as applicable.

         Section 10.02. Severability.

                  In case any provision of this Article 10 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.

                                      -64-
<PAGE>

         Section 10.03. Limitation on Guarantor's Liability; Contribution.

                  Each Guarantor, and by its acceptance hereof, each Holder and
the Trustee, hereby confirm that it is the intention of all such parties that
the Guarantee does not constitute a fraudulent transfer or conveyance for
purposes of Title 11 of the United States Code, as amended, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
U.S. Federal or state or other applicable law. To effectuate the foregoing
intention, each Holder and each Guarantor hereby irrevocably agrees that the
obligations of a Guarantor under its Guarantee 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 collections from
or payments made by or on behalf of such Guarantor in respect of the obligations
of such Guarantor pursuant to the second paragraph of Section 10.03, result in
the obligations of such Guarantor not constituting such a fraudulent transfer or
conveyance.

                  In order to provide for just and equitable contribution among
the Guarantors, the Guarantors agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under a Guarantee
such Funding Guarantor shall be entitled to a contribution from all other
Guarantors in a pro rata amount, based on the Adjusted Net Assets of each
Guarantor (including the Funding Guarantor), determined in accordance with GAAP,
subject to the first paragraph of this Section 10.03, for all payments, damages
and expenses incurred by such Funding Guarantor in discharging the Company's
obligations with respect to the Notes or any other Guarantor's obligations under
a Guarantee.

         Section 10.04. Successors and Assigns.

                  This Article 10 shall be binding upon each Guarantor and its
successors and assigns and shall enure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in this Indenture and in the Notes shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions of this Indenture.

         Section 10.05. No Waiver.

                  Neither a failure nor a delay on the part of either the
Trustee or the Holders in exercising any right, power or privilege under this
Article 10 shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any right, power or
privilege. The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other rights,
remedies or benefits which either may have under this Article 10 at law, in
equity, by statute or otherwise.

         Section 10.06. Release of Guarantor.

                  A Guarantor shall be released from all of its obligations
under its Guarantee if:

                  (i)      the Guarantor has sold all of its assets or the
         Company and its Subsidiaries have sold all of the Capital Stock of the
         Guarantor owned by them, in each case in a transaction in compliance
         with Section 4.15;

                  (ii)     the Guarantor merges with or into or consolidates
         with, or transfers all or substantially all of its assets to, the
         Company or another Guarantor in a transaction in compliance with
         Section 5.01; or

                  (iii)    such Guarantor is designated an Unrestricted
         Subsidiary in compliance with Section 4.11;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with.

                                      -65-
<PAGE>

         Section 10.07. Execution of Supplemental Indenture for Future
                        Guarantors.

                  Each Subsidiary which is required to become a Guarantor
pursuant to Section 4.14 shall, and the Company shall cause each such Subsidiary
to, promptly execute and deliver to the Trustee a supplemental indenture
substantially in the form of Exhibit F hereto pursuant to which such Subsidiary
shall become a Guarantor under this Article 10 and shall guarantee the
obligations of the Company under the Notes and this Indenture. Concurrently with
the execution and delivery of such supplemental indenture, the Company shall
deliver to the Trustee an Opinion of Counsel to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating to
creditors' rights generally and to the principles of equity, whether considered
in a proceeding at law or in equity, the Guarantee of such Guarantor is a legal,
valid and binding obligation of such Guarantor, enforceable against such
Guarantor in accordance with its terms.

         Section 10.08. Execution and Delivery of Guarantee.

                  To evidence the Guarantee set forth in this Article 10, each
Guarantor hereby agrees that a notation of such Guarantee shall be placed on
each Note authenticated and made available for delivery by the Trustee and that
this Guarantee shall be executed on behalf of each Guarantor by the manual or
facsimile signature of an Officer or the Secretary of each Guarantor. Each
Guarantor hereby agrees that the Guarantee set forth in Section 10.01 shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Guarantee. If an Officer of a Guarantor whose signature
is on the Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which the Guarantee is endorsed, the Guarantee shall
be valid nevertheless. The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Guarantee
set forth in this Indenture on behalf of each Guarantor.

         Section 10.09. Subordination of Subrogation and Other Rights.

                  Each Guarantor hereby agrees that any claim against the
Company that arises from the payment, performance or enforcement of such
Guarantor's obligations under the Guarantee or this Indenture, including,
without limitation, any right of subrogation, shall be subject and subordinate
to, and no payment with respect to any such claim of such Guarantor shall be
made before, the payment in full in cash of all outstanding Notes in accordance
with the provisions provided therefor in this Indenture.

                                   ARTICLE 11

                           SUBORDINATION OF GUARANTEE

         Section 11.01. Subordination of Guarantee.

                  The obligations of each Guarantor under its Guarantee pursuant
to this Article Eleven shall be junior and subordinated to the prior payment in
full in cash or Cash Equivalents of the Senior Indebtedness of such Guarantor on
the same basis as the Notes are junior and subordinated to Senior Indebtedness
of the Company. For the purposes of the foregoing sentence, the Trustee and the
Holders shall have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 12 hereof.

                                   ARTICLE 12

                             SUBORDINATION OF NOTES

         Section 12.01. Notes Subordinate to Senior Indebtedness.

                  Anything herein to the contrary notwithstanding, the Company,
for itself and its successors, and each Holder, by his or her acceptance of
Notes, agrees that the payment of all Obligations owing to the Holders in

                                      -66-
<PAGE>

respect of the Notes is subordinated, to the extent and in the manner provided
in this Article 12, to the prior payment in full in cash or Cash Equivalents, or
such payment duly provided for to the satisfaction of the holders of Senior
Indebtedness, of all Obligations on Senior Indebtedness (including the
Obligations with respect to the Credit Facility, whether outstanding on the
Issue Date or thereafter incurred). Notwithstanding the foregoing, payments and
distributions made relating to the Notes from the trust established pursuant to
Article 9 shall not be so subordinated in right of payment, so long as (i) the
conditions specified in Article 9 (without any waiver or modification of the
requirement that the deposits pursuant thereto do not conflict with the terms of
the Credit Facility or any other Senior Indebtedness) are satisfied on the date
of any deposit pursuant to said trust and (ii) such payments and distributions
did not violate the provisions of this Article 12 or Article 11 when made.

                  This Article 12 shall constitute a continuing offer to all
Persons who become holders of, or continue to hold, Senior Indebtedness, and
such provisions are made for the benefit of the holders of Senior Indebtedness
and such holders are made obligees hereunder and any one or more of them may
enforce such provisions.

         Section 12.02. Suspension of Payment When Senior Indebtedness Is in
                        Default.

                  (a)      If any Payment Default occurs and is continuing
beyond the applicable grace period, then no payment or distribution of any kind
or character shall be made by or on behalf of the Company or any other Person on
its or their behalf with respect to any Obligations on or relating to the Notes
or to acquire any of the Notes for cash or assets or otherwise.

                  (b)      If any Non-Payment Default occurs and is continuing
with respect to any Designated Senior Indebtedness and if the Representative for
the respective issue of Designated Senior Indebtedness gives notice of the event
of default to the Trustee stating that such notice is a payment blockage notice
(a "Payment Blockage Notice"), then during the period (the "Payment Blockage
Period") beginning upon the delivery of such Payment Blockage Notice and ending
on the earlier of the 179th day after such delivery and the date on which (x)
all events of default with respect to all Designated Senior Indebtedness have
been cured or waived or cease to exist, (y) all Designated Senior Indebtedness
with respect to which any such event of default has occurred and is continuing
is discharged or paid in full in cash or Cash Equivalents, or (z) the Trustee
receives notice thereof from the Representative for the respective issue of
Designated Senior Indebtedness terminating the Payment Blockage Period, neither
the Company nor any other Person on its behalf shall (x) make any payment of any
kind or character with respect to any Obligations on or with respect to the
Notes or (y) acquire any of the Notes for cash or assets or otherwise.
Notwithstanding anything herein to the contrary, (x) in no event will a Payment
Blockage Period extend beyond 179 days from the date the applicable Payment
Blockage Notice is received by the Trustee, (y) only one such Payment Blockage
Period may be commenced within any 360 consecutive days and (z) no new Payment
Blockage Notice may be delivered unless and until all payments of principal,
interest (including any additional interest) and premium on the Notes that have
come due have been paid in full in cash. For all purposes of this Section
12.02(b), no event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness shall be, or be made, the basis for the commencement of a
second Payment Blockage Period by the Representative of such Designated Senior
Indebtedness whether or not within a period of 360 consecutive days, unless such
event of default shall have been cured or waived for a period of not less than
90 consecutive days (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period ending after the date of
commencement of such Payment Blockage Period that, in either case, would give
rise to an event of default pursuant to any provisions under which an event of
default previously existed or was continuing shall constitute a new event of
default for this purpose).

                  (c)      The foregoing Sections 12.02(a) and (b) shall not
apply to payments and distributions made relating to the Notes from the trust
established pursuant to Article 9, so long as (i) the conditions specified in
Article 9 (without any waiver or modification of the requirement that the
deposits pursuant thereto do not conflict with the terms of the Credit Facility
or any other Senior Indebtedness) are satisfied on the date of any deposit
pursuant to said trust and (ii) such payments and distributions did not violate
the provisions of this Article 12 when made.

                  (d)      In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by the foregoing provisions of this Section 12.02, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Indebt-

                                      -67-
<PAGE>


edness (pro rata to such holders on the basis of the respective amount of
Senior Indebtedness held by such holders) or their respective Representatives,
as their respective interests may appear. The Trustee shall be entitled to rely
on information regarding amounts then due and owing on the Senior Indebtedness,
if any, received from the holders of Senior Indebtedness (or their
Representatives) or, if such information is not received from such holders or
their Representatives, from the Company and only amounts included in the
information provided to the Trustee shall be paid to the holders of Senior
Indebtedness.

                  Nothing contained in this Article 12 shall limit the right of
the Trustee or the Holders of Notes to take any action to accelerate the
maturity of the Notes pursuant to Section 6.02 or to pursue any rights or
remedies hereunder; provided that all Senior Indebtedness thereafter due or
declared to be due shall first be paid in full in cash or Cash Equivalents
before the Holders are entitled to receive any payment of any kind or character
with respect to Obligations on the Notes.

         Section 12.03. Notes Subordinated to Prior Payment of All Senior
                        Indebtedness on Dissolution, Liquidation or
                        Reorganization of the Company.

                  (a)      Upon any payment or distribution of assets of the
Company of any kind or character, whether in cash, assets or securities, to
creditors upon any total or partial liquidation, dissolution, winding-up,
reorganization, assignment for the benefit of creditors or marshaling of assets
and liabilities of the Company or in a bankruptcy, reorganization, insolvency,
receivership or other similar proceeding relating to the Company or its assets,
whether voluntary or involuntary, all Obligations due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or Cash Equivalents, or
such payment duly provided for to the satisfaction of the holders of Senior
Indebtedness, before any payment or distribution of any kind or character is
made on account of any Obligations on or relating to the Notes, or for the
acquisition of any of the Notes for cash or assets or otherwise. Upon any such
dissolution, winding-up, liquidation, reorganization, receivership or similar
proceeding, any payment or distribution of assets of the Company of any kind or
character, whether in cash, assets or securities, to which the Holders or the
Trustee under this Indenture would be entitled, except for the provisions
hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders or by the Trustee under this Indenture if received by them,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders) or
their respective Representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their respective interests may appear, for application to the payment
of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has
been paid in full in cash or Cash Equivalents after giving effect to any
concurrent payment, distribution or provision therefor to or for the holders of
Senior Indebtedness.

                  (b)      To the extent any payment of Senior Indebtedness
(whether by or on behalf of the Company, as proceeds of security or enforcement
of any right of setoff or otherwise) is declared to be fraudulent or
preferential, set aside or required to be paid to any receiver, trustee in
bankruptcy, liquidating trustee, agent or other similar Person under any
bankruptcy, insolvency, receivership, fraudulent conveyance or similar law,
then, if such payment is recovered by, or paid over to, such receiver, trustee
in bankruptcy, liquidating trustee, agent or other similar Person, the Senior
Indebtedness or part thereof originally intended to be satisfied shall be deemed
to be reinstated and outstanding as if such payment had not occurred.

                  It is further agreed that any diminution (whether pursuant to
court decree or otherwise, including without limitation for any of the reasons
described in the preceding sentence) of the Company's obligation to make any
distribution or payment pursuant to any Senior Indebtedness, except to the
extent such diminution occurs by reason of the repayment (which has not been
disgorged or returned) of such Senior Indebtedness in cash or Cash Equivalents,
shall have no force or effect for purposes of the subordination provisions
contained in this Article 12, with any turnover of payments as otherwise
calculated pursuant to this Article 12 to be made as if no such diminution had
occurred.

                  (c)      In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, assets or securities, shall be received by any Holder when such
payment or distribution is prohibited by this Section 12.03, such payment or
distribution shall be held in trust

                                      -68-
<PAGE>


for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness (pro rata to such holders on the basis of the respective
amount of Senior Indebtedness held by such holders) or their respective
Representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, for application to the payment of Senior Indebtedness
remaining unpaid until all such Senior Indebtedness has been paid in full in
cash or Cash Equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Senior
Indebtedness.

                  (d)      The consolidation of the Company with, or the merger
of the Company with or into, another corporation, partnership, trust or limited
liability company or the liquidation or dissolution of the Company following the
conveyance or transfer of all or substantially all of its assets, to another
corporation, partnership, trust or limited liability company upon the terms and
conditions provided in Article 5 hereof and as long as permitted under the terms
of the Senior Indebtedness shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, assume the Company's obligations hereunder in accordance with Article
5 hereof.

         Section 12.04. Payments May Be Made Prior to Dissolution.

                  Nothing contained in this Article 12 or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 12.02 and 12.03, from making payments at any time for the purpose of
making payments of principal of and interest on the Notes, or from depositing
with the Trustee any moneys for such payments, or (ii) in the absence of actual
knowledge by the Trustee that a given payment would be prohibited by Section
12.02 or 12.03, the application by the Trustee of any moneys deposited with it
for the purpose of making such payments of principal of, and interest on, the
Notes to the Holders entitled thereto unless at least two Business Days prior to
the date upon which such payment would otherwise become due and payable a Trust
Officer of the Trustee shall have actually received the written notice provided
for in the first sentence of Section 12.02(b) or in Section 12.07 (provided
that, notwithstanding the foregoing, the Holders receiving any payments made in
contravention of Section 12.02 and/or 12.03 (and the respective such payments)
shall otherwise be subject to the provisions of Section 12.02 and Section
12.03). The Company shall give prompt written notice to the Trustee of any
dissolution, winding-up, liquidation or reorganization of the Company, although
any delay or failure to give any such notice shall have no effect on the
subordination provisions contained herein.

         Section 12.05. Holders to Be Subrogated to Rights of Holders of Senior
                        Indebtedness.

                  Subject to the payment in full in cash or Cash Equivalents of
all Senior Indebtedness, the Holders of the Notes shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, assets or securities of the Company applicable to the
Senior Indebtedness until the Notes shall be paid in full; and, for the purposes
of such subrogation, no such payments or distributions to the holders of the
Senior Indebtedness by or on behalf of the Company, or by or on behalf of the
Holders by virtue of this Article 12, which otherwise would have been made to
the Holders shall, as between the Company and the Holders, be deemed to be a
payment by the Company to or on account of the Senior Indebtedness, it being
understood that the provisions of this Article 12 are and are intended solely
for the purpose of defining the relative rights of the Holders, on the one hand,
and the holders of Senior Indebtedness, on the other hand.

         Section 12.06. Obligations of the Company Unconditional.

                  Nothing contained in this Article 12 or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as among the Company,
its creditors other than the holders of Senior Indebtedness, and the Holders,
the obligation of the Company, which is absolute and unconditional, to pay to
the Holders the principal of and any interest on the Notes as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the Holders and creditors of the Company
other than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Holder of any Note or the Trustee on its behalf from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, in respect of cash, assets or
securities of the Company received upon the exercise of any such remedy.

                                      -69-
<PAGE>

         Section 12.07. Notice to Trustee.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Notes pursuant to the provisions of this
Article 12, although any delay or failure to give any such notice shall have no
effect on the subordination provisions contained herein. Regardless of anything
to the contrary contained in this Article 12 or elsewhere in this Indenture, the
Trustee shall not be charged with knowledge of the existence of any default or
event of default with respect to any Senior Indebtedness or of any other facts
which would prohibit the making of any payment to or by the Trustee unless and
until the Trustee shall have received notice in writing from the Company, or
from a holder of Senior Indebtedness or a Representative therefor and, prior to
the receipt of any such written notice, the Trustee shall be entitled to assume
(in the absence of actual knowledge to the contrary) that no such facts exist.
The Trustee shall be entitled to rely on the delivery to it of any notice
pursuant to this Section 12.07 to establish that such notice has been given by a
holder of Senior Indebtedness (or a trustee thereof).

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 12, the Trustee may request such Person to furnish evidence to the
satisfaction of the Trustee as to the amounts of Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article 12, and if such evidence is not furnished the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment. Section 12.08. Reliance on
Judicial Order or Certificate of Liquidation Agent.

         Section 12.08. Reliance on Judicial Order or Certificate of Liquidation
                        Agent

                  Upon any payment or distribution of assets of the Company
referred to in this Article 12, the Trustee, subject to the provisions of
Article 7 hereof, and the Holders of the Notes shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which any
insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation,
reorganization or similar case or proceeding is pending, or upon a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the
benefit of creditors, agent or other person making such payment or distribution,
delivered to the Trustee or the Holders, for the purpose of ascertaining the
persons entitled to participate in such payment or distribution, the holders of
the Senior Indebtedness and other Indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 12.

         Section 12.09. Trustee's Relation to Senior Indebtedness.

                  The Trustee and any agent of the Company or the Trustee shall
be entitled to all the rights set forth in this Article 12 with respect to any
Senior Indebtedness which may at any time be held by it in its individual or any
other capacity to the same extent as any other holder of Senior Indebtedness and
nothing in this Indenture shall deprive the Trustee or any such agent of any of
its rights as such holder.

                  With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 12, and no implied
covenants or obligations with respect to the holders of Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness.

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

         Section 12.10. Subordination Rights Not Impaired by Acts or Omissions
                        of the Company or Holders of Senior Indebtedness.

                  No right of any present or future holders of any Senior
Indebtedness to enforce subordination as provided herein shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Com-

                                      -70-
<PAGE>

pany or by any act or failure to act, in good faith, by any such holder, or by
any noncompliance by the Company with the terms of this Indenture, regardless of
any knowledge thereof which any such holder may have or otherwise be charged
with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee, without incurring
responsibility to the Trustee or the Holders and without impairing or releasing
the subordination provided in this Article 12 or the obligations hereunder of
the Holders to the holders of the Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or
supplement in any manner Senior Indebtedness, or any instrument evidencing the
same or any agreement under which Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (iii) release any Person liable in any
manner for the payment or collection of Senior Indebtedness; and (iv) exercise
or refrain from exercising any rights against the Company and any other Person.

         Section 12.11. Noteholders Authorize Trustee to Effectuate
                        Subordination of Notes.

                  Each Holder by its acceptance of them authorizes and expressly
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate, as between the holders of Senior Indebtedness and the
Holders, the subordination provided in this Article 12, and appoints the Trustee
its attorney-in-fact for such purposes, including, in the event of any
dissolution, winding-up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency, receivership, reorganization or similar proceedings
or upon an assignment for the benefit of credits or otherwise) tending towards
liquidation of the business and assets of the Company, the filing of a claim for
the unpaid balance of its Notes and accrued interest in the form required in
those proceedings.

                  If the Trustee does not file a proper claim or proof of debt
in the form required in such proceeding prior to 30 days before the expiration
of the time to file such claim or claims, then the holders of the Senior
Indebtedness or their Representative are or is hereby authorized to have the
right to file and are or is hereby authorized to file an appropriate claim for
and on behalf of the Holders of said Notes. Nothing herein contained shall be
deemed to authorize the Trustee or the holders of Senior Indebtedness or their
Representative to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Senior Indebtedness or their Representative to vote in
respect of the claim of any Holder in any such proceeding.

         Section 12.12. This Article 12 Not to Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Notes by reason of any provision of this Article 12 will not be
construed as preventing the occurrence of an Event of Default.

         Section 12.13. Trustee's Compensation Not Prejudiced.

                  Nothing in this Article 12 will apply to amounts due to the
Trustee (other than payments of Obligations owing to Holders in respect of
Notes) pursuant to other sections of this Indenture.

                                   ARTICLE 13

                                  MISCELLANEOUS

         Section 13.01. TIA Controls.

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

                                      -71-
<PAGE>

         Section 13.02. Notices.

                  Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

                  If to the Company or any Guarantor:

                             Mariner Health Care, Inc.
                             One Ravinia Drive
                             Suite 1500
                             Atlanta, Georgia 30346
                             Tel: (678) 443-7000
                             Fax: (770) 393-8054

                  Copy to:

                             Powell, Goldstein, Frazer & Murphy LLP
                             191 Peachtree Street
                             16th Floor
                             Atlanta, Georgia 30303
                             Attention: Richard H. Miller, Esq.
                             Tel: (404) 572-6600
                             Fax: (404) 572-6999

                  If to the Trustee:

                             U.S. Bank National Association
                             Corporate Trust Services
                             3384 Peachtree Road, N.E., Suite 200
                             Atlanta, Georgia 30326-1106
                             Attention: Manager Southeast Region
                             Tel: (404) 965-7222
                             Fax: (404) 365-7946

                  The Company, any Guarantor or the Trustee by written notice to
the others may designate additional or different addresses for subsequent
notices or communications. Any notice or communication to the Company, any
Guarantors or the Trustee, shall be deemed to have been given or made as of the
date so delivered if personally delivered; when answered back, if telexed; when
receipt is acknowledged, if telecopied; and five (5) days after mailing if sent
by registered or certified mail, postage prepaid (except that a notice of change
of address shall not be deemed to have been given until actually received by the
addressee); provided, however, that notices to the Trustee shall be deemed given
upon receipt.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

                  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 to a Holder is mailed in the manner provided above, it
shall be deemed duly given, whether or not the addressee receives it.

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

                                      -72-
<PAGE>

         Section 13.03. Communications by Holders with Other Holders.

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

         Section 13.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture, the Company or
such Guarantor, as the case may be, shall furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 13.05 below) stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                  (2)      an Opinion of Counsel (which shall include the
         statements set forth in Section 13.05 below) stating that, in the
         opinion of such counsel, all such conditions precedent, if any,
         provided for in this Indenture relating to the proposed action have
         been complied with.

         Section 13.05. Statements Required in Officers' Certificate and
                        Opinion.

                  Each certificate and opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

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

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

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

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

         Section 13.06. Rules by Trustee and Agents.

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

         Section 13.07. Business Days; Legal Holidays.

                  A "Business Day" is a day that is not a Legal Holiday. A
"Legal Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day
on which banking institutions are not required to be open in the State of New
York, the State of Georgia or the State of Delaware. 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 13.08. Governing Law.

                  THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO

                                      -73-
<PAGE>

PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES.

         Section 13.09. No Adverse Interpretation of Other Agreements.

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

         Section 13.10. No Recourse Against Others.

                  A director, officer, employee, stockholder or incorporator, as
such, of the Company or any Guarantor shall not have any liability for any
obligations of the Company or any Guarantor under the Notes, the Guarantees or
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creations. Each Holder by accepting a Note waives and
releases all such liability. Such waiver and release are part of the
consideration for the issuance of the Notes.

         Section 13.11. Successors.

                  All agreements of each of the Company and each Guarantor in
this Indenture and the Notes shall bind their respective successors. All
agreements of the Trustee, any additional trustee and any Paying Agents in this
Indenture shall bind its successor.

         Section 13.12. Multiple Counterparts.

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

         Section 13.13. Table of Contents, Headings, etc.

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

         Section 13.14. Separability.

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

                                      -74-
<PAGE>

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

                           MARINER HEALTH CARE, INC.

                           By:________________________________________________
                              Name: Stefano Miele
                              Title: Senior Vice President and General Counsel

                                      S-1
<PAGE>

                           On behalf of each Guarantor named on the attached
                              Schedule 1

                           By: _______________________________________________
                               Name: Boyd P. Gentry
                               Title: President or Senior Vice President or
                               Vice President or Vice President of General
                               Partner or Vice President of Sole Member

                                      S-2
<PAGE>

                           U.S. BANK NATIONAL ASSOCIATION, as Trustee

                           By: _______________________________________________
                               Name:
                               Title:

                                      S-3
<PAGE>

                                                                      SCHEDULE 1

Guarantors:

American Medical Insurance Billing Services, Inc.
Amerra Properties, Inc.
APS Pharmacy Management, Inc.
Beechwood Heritage Retirement Community, Inc.
Brian Center Nursing Care/Austell, Inc.
Bride Brook Nursing & Rehabilitation Center, Inc.
Compass Pharmacy Services of Texas, Inc.
Cornerstone Health Management Company
Devcon Holding Company
EH Acquisition Corp. III
GCI Health Care Centers, Inc.
GCI Rehab, Inc.
GCI-Wisconsin Properties, Inc.
GranCare Home Health Services, Inc.
GranCare of Michigan, Inc.
GranCare South Carolina, Inc.
GranCare, LLC (f/k/a GranCare, Inc.)
Heritage of Louisiana, Inc.
IHS Rehab Partnership, Ltd.
LCR, Inc.
Living Centers-East, Inc.
Living Centers LTCP Development Company
Living Centers of Texas, Inc.
Living Centers-Rocky Mountain, Inc.
Living Centers-Southeast, Inc.
Long Ridge Nursing and Rehabilitation Center, Inc.
Longwood Rehabilitation Center, Inc.
Mariner Health at Bonifay, Inc.
Mariner Health Care Management Company (f/k/a LC Management Company)
Mariner Health Massachusetts Shelf Corporation (f/k/a Mariner Health Care, Inc.)
Mariner Health Care of Atlantic Shores, Inc.
Mariner Health Care of Deland, Inc.
Mariner Health Care of Greater Laurel, Inc.
Mariner Health Care of Inverness, Inc.
Mariner Health Care of Lake Worth, Inc.
Mariner Health Care of MacClenny, Inc.
Mariner Health Care of Metrowest, Inc.
Mariner Health Care of Nashville, Inc.
Mariner Health Care of North Hills, Inc.
Mariner Health Care of Orange City, Inc.
Mariner Health Care of Palm City, Inc.
Mariner Health Care of Pinellas Point, Inc.
Mariner Health Care of Port Orange, Inc.
Mariner Health Care of Southern Connecticut, Inc.
Mariner Health Care of Toledo, Inc.
Mariner Health Care of Tuskawilla, Inc.
Mariner Health Care of West Hills, Inc.
Mariner Health Central, Inc.
Mariner Health of Florida, Inc.
Mariner Health of Jacksonville, Inc.
Mariner Health of Maryland, Inc.
Mariner Health of Orlando, Inc.

                                      S-4
<PAGE>

Mariner Health of Palmetto, Inc.
Mariner Health of Tampa, Inc.
Mariner Health Properties IV, Ltd.
Mariner Medical Supply, Inc. (f/k/a American Pharmaceutical Services, Inc.)
MarinerSelect Staffing Solutions, Inc.
MedRehab of Louisiana, Inc.
MedRehab of Missouri, Inc.
Merrimack Valley Nursing & Rehabilitation Center, Inc.
Methuen Nursing & Rehabilitation Center, Inc.
MHC Consolidating Corporation (f/k/a Mariner Healthcare
Management Company)
MHC Florida Holding Company
MHC Gulf Coast Holding Company
MHC Holding Company
MHC MidAmerica Holding Company
MHC MidAtlantic Holding Company
MHC Northeast Holding Company
MHC Recruiting Company
MHC Rehab Corp.
MHC Rocky Mountain Holding Company
MHC Texas Holding Company, LLC (f/k/a LCA Operational
Holding Company)
MHC West Holding Company
MHC/CSI Florida, Inc.
MHC/LCA Florida, Inc.
Mystic Nursing & Rehabilitation Center, Inc.
Nan-Dan Corp.
National Health Strategies, Inc.
National Heritage Realty, Inc.
MHC Illinois, Inc. (f/k/a Omega/Indiana Care Corp.)
PHCMI Holding Company, LLC
Pendleton Nursing & Rehabilitation Center, Inc.
Pinnacle Care Corporation of Huntington
Pinnacle Care Corporation of Nashville
Pinnacle Care Corporation of Wilmington
Prism Care Centers, Inc.
Prism Health Group, Inc.
Prism Home Care, Inc.
Prism Home Care Company, Inc.
Prism Home Health Services, Inc.
Prism Hospital Ventures, Inc.
Prism Rehab Systems, Inc.
Professional Rx Systems, Inc.
Rehability Health Services, Inc.
Renaissance Mental Health Center, Inc.
Sassaquin Nursing & Rehabilitation Center, Inc.
Seventeenth Street Associates Limited Partnership
Summit Medical Holdings, Ltd.
Summit Hospital of Southeast Arizona, Inc.
Summit Hospital of Southwest Louisiana, Inc.
Summit Institute for Pulmonary Medicine and Rehabilitation, Inc.
Summit Institute of Austin, Inc.
Summit Medical Management, Inc.
Tampa Medical Associates, Inc.
Tri-State Health Care, Inc.

                                      S-5
<PAGE>

                                                                      SCHEDULE 2

Non-Material Guarantor Subsidiaries

American Medical Insurance Billing Services, Inc.
Amerra Properties, Inc.
APS Pharmacy Management, Inc.
Beechwood Heritage Retirement Community, Inc.
Compass Pharmacy Services of Texas, Inc.
EH Acquisition Corp. III
GCI Rehab, Inc.
Heritage of Louisiana, Inc.
Living Centers LTCP Development Company
Long Ridge Nursing and Rehabilitation Center, Inc.
Longwood Rehabilitation Center, Inc.
Mariner Health at Bonifay, Inc.
Mariner Health Care of Atlantic Shores, Inc.
Mariner Health Care of Deland, Inc.
Mariner Health Care of Inverness, Inc.
Mariner Health Care of Lake Worth, Inc.
Mariner Health Care of Macclenny, Inc.
Mariner Health Care of Metro West, Inc.
Mariner Health Care of Orange City, Inc.
Mariner Health Care of Palm City, Inc.
Mariner Health Care of Pinellas Point, Inc.
Mariner Health Care of Port Orange, Inc.
Mariner Health Care of Southern Connecticut, Inc.
Mariner Health Care of Tuskawilla, Inc.
Mariner Health Massachusetts Shelf Corporation
Mariner Health of Florida, Inc.
Mariner Health of Jacksonville, Inc.
Mariner Health of Orlando, Inc.
Mariner Health of Palmetto, Inc.
Mariner Health of Tampa, Inc.
Mariner Health Properties IV, Ltd.
Mariner Select Staffing Solutions, Inc.
Medrehab of Louisiana, Inc.
Medrehab of Missouri, Inc.
Merrimack Valley Nursing & Rehabilitation Center, Inc.
MHC Florida Holding Company
MHC/CSI Florida, Inc.
MHC/LCA Florida, Inc.
Mystic Nursing & Rehabilitation Center, Inc.
Nan-Dan Corp.
National Health Strategies, Inc.
Pinnacle Care Corporation of Williams Bay
Professional Rx Systems, Inc.
Renaissance Mental Health Center, Inc.
Tampa Medical Associates, Inc.

                                      S-6
<PAGE>

                                                                       EXHIBIT A

                                                                      CUSIP No.:

                    8-1/4% SENIOR SUBORDINATED NOTE DUE 2013

No.                                                                           $

                MARINER HEALTH CARE, INC., a Delaware corporation (the
"Company"), for value received promises to pay to CEDE & CO. or registered
assigns, the principal sum of            DOLLARS on December 15, 2013.

                Interest Payment Dates: June 15 and December 15, commencing
                [      ].

                Record Dates: June 1 and December 1.

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

                                      A-1
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers and a facsimile
of its corporate seal to be affixed hereto or imprinted hereon.

                                    MARINER HEALTH CARE, INC.

                                    By: ______________________________________
                                        Name:
                                        Title:

                                      A-2
<PAGE>

CERTIFICATE OF AUTHENTICATION

                  This is one of the 8-1/4% Senior Subordinated Notes due 2013
referred to in the within-mentioned Indenture.

                                    U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                    By: _______________________________________
                                        Authorized Signatory

                                      A-3
<PAGE>

                              (REVERSE OF SECURITY)

                    8-1/4% SENIOR SUBORDINATED NOTE DUE 2013

                  1.       Interest. Mariner Health Care, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from the date of the original issuance of the Notes. The Company will
pay interest semi-annually in arrears on each Interest Payment Date, commencing
[      ]. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

                  The Company shall pay interest on overdue principal and on
overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful from time to time on demand at the rate borne by
the Notes.

                  2.       Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on June 1 or December 1 immediately preceding
the Interest Payment Date (whether or not such day is a Business Day) even if
the Notes are cancelled on registration of transfer or registration of exchange
after such Record Date. Holders must surrender Notes to a Paying Agent to
collect principal payments. Payments of principal and premium, if any, will be
made (on presentation of such Notes if in certificated form) in money of the
United States that at the time of payment is legal tender for payment of public
and private debts; provided, however, that the Company may pay principal,
premium, if any, and interest by check payable in such money. The Company may
deliver any such interest payment to the Paying Agent or to a Holder at the
Holder's registered address.

                  3.       Paying Agent and Registrar. Initially, U.S. Bank
National Association (the "Trustee"), will act as Paying Agent and Registrar.
The Company may change any Paying Agent, Registrar or co-Registrar without
notice to the Holders. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.

                  4.       Indenture. The Company issued this Note under an
Indenture, dated as of December 19, 2003 (the "Indenture"), by and among the
Company, the Guarantors and the Trustee. This Note is one of a duly authorized
issue of Initial Notes of the Company designated as its 8-1/4% Senior
Subordinated Notes due 2013 (the "Notes"). The Notes include the Initial Notes,
the Additional Notes and the Exchange Notes (as defined below) issued in
exchange for the Initial Notes and Additional Notes pursuant to the Indenture.
The Initial Notes, the Additional Notes and the Exchange Notes are treated as a
single class of securities under the Indenture. Capitalized terms herein are
used as defined in the Indenture unless otherwise defined herein. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture.
Notwithstanding anything to the contrary herein, the Notes are subject to all
such terms, and Holders are referred to the Indenture and the TIA for a
statement of them. The Notes are general unsecured obligations of the Company.

                  5.       Subordination. The Notes are unsecured obligations of
the Company and subordinated in right of payment, in the manner and to the
extent set forth in the Indenture, to the prior payment in full in cash of all
Senior Indebtedness of the Company, whether outstanding on the date of the
Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by
his acceptance hereof agrees to be bound by such provisions and authorizes and
expressly directs the Trustee, on his behalf, to take such action as may be
necessary or appropriate to effectuate the subordination provided for in the
Indenture and appoints the Trustee his attorney-in-fact for such purposes.

                  6.       Guarantee. The obligations of the Company hereunder
are guaranteed on a senior subordinated basis by the Guarantors. Each Guarantee
by a Guarantor is subordinated in right of payment to all Senior Indebtedness of
such Guarantor to the same extent that the Notes are subordinated to Senior
Indebtedness of the Company.

                                      A-4
<PAGE>

                  7.       Redemption.

                  (a)      Optional Redemption. The Company may redeem the
Notes, at its option, in whole at any time or in part from time to time, on and
after December 15, 2008 at the following Redemption Prices (expressed as
percentages of the principal amount thereof) if redeemed during the twelve-month
period commencing on December 15 of the year set forth below, plus, in each
case, accrued and unpaid interest thereon, if any, to the date of redemption.

<TABLE>
<CAPTION>
Year                          Percentage
----                          ----------
<S>                           <C>
2008.......................    104.125%
2009.......................    102.750%
2010.......................    101.375%
2011 and thereafter........    100.000%
</TABLE>

                  (b)      Optional Redemption upon Equity Offerings.
Notwithstanding the foregoing, the Company may redeem in the aggregate up to 35%
of the original principal amount of Notes at any time and from time to time
prior to December 15, 2006 at a Redemption Price equal to 108.250% of the
aggregate principal amount so redeemed, plus accrued and unpaid interest, if
any, to the Redemption Date out of the Net Proceeds of one or more Equity
Offerings; provided that

                  (1)      at least 65% of the aggregate principal amount of
         Notes originally issued remains outstanding immediately after the
         occurrence of any such redemption and

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

                  8.       Notice of Redemption. Notice of redemption under
paragraphs 7(a) and 7(b) of this Note will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder to be redeemed at
such Holder's registered address.

                  Except as set forth in the Indenture, if monies for the
redemption of the Notes called for redemption shall have been deposited with the
Paying Agent for redemption on such Redemption Date, then, unless the Company
defaults in the payment of such Redemption Price plus accrued interest, if any,
the Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued interest, if any.

                  9.       Offers to Purchase. The Indenture provides that,
after certain Asset Sales (as defined in the Indenture) and upon the occurrence
of a Change of Control (as defined in the Indenture), and subject to further
limitations contained therein, the Company will make an offer to purchase
certain amounts of the Notes in accordance with the procedures set forth in the
Indenture.

                  10.      Registration Rights. Pursuant to the Registration
Rights Agreement by and among the Company, the Guarantors and the Initial
Purchasers, the Company will be obligated to consummate an exchange offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for the Company' Series B 8 1/4% Senior Subordinated Notes due 2013 (the
"Exchange Notes"), which have been registered under the Securities Act, in like
principal amount and having terms identical in all material respects to the
Initial Notes. The Holders of the Initial Notes shall be entitled to receive
certain Additional Interest payments in the event such exchange offer is not
consummated and upon certain other conditions, all pursuant to and in accordance
with the terms of the Registration Rights Agreement.

                  11.      Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. A Holder shall register the transfer or exchange of Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
certain transfer taxes or similar governmental charges payable in

                                      A-5
<PAGE>

connection therewith as permitted by the Indenture. The Registrar need not
register the transfer of or exchange of any Notes or portions thereof selected
for redemption.

                  12.      Persons Deemed Owners. The registered holder of a
Note shall be treated as the owner of it for all purposes.

                  13.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company. After that, Holders
entitled to money must look to the Company for payment as general creditors
unless an "abandoned property" law designates another person.

                  14.      Legal Defeasance and Covenant Defeasance. If the
Company at any time deposits with the Trustee U.S. legal tender or U.S.
government obligations sufficient to pay the principal of and interest on the
Notes to redemption or maturity and complies with the other provisions of the
Indenture relating to defeasance, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).

                  15.      Amendments, Supplements, and Waivers. Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes or make
any other change that does not adversely affect in any material respect the
rights of any Holder.

                  16.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness, make payments in respect of
its Capital Stock, enter into transactions with Affiliates, create dividend or
other payment restrictions affecting Restricted Subsidiaries, sell assets,
create liens, issue capital stock, enter into sale and lease-back transactions,
make certain Investments, merge or consolidate with any other Person, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets. Such limitations are subject to a number of important
qualifications and exceptions. The Company must quarterly report to the Trustee
on compliance with such limitations.

                  17.      Successor Entity. When a successor entity assumes, in
accordance with the Indenture, all the obligations of its predecessor under the
Notes and the Indenture, and immediately before and thereafter no Default or
Event of Default exists and certain other conditions are satisfied, the
predecessor entity will be released from those obligations.

                  18.      Defaults and Remedies. Events of Default are set
forth in the Indenture. If an Event of Default (other than an Event of Default
pursuant to Section 6.01(f) or (g) of the Indenture) shall have occurred and be
continuing, then the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding, may declare to be immediately
due and payable the entire principal amount of all the Notes then outstanding
plus accrued interest to the date of acceleration; provided, however, that after
such acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Notes may rescind and annul such acceleration and its
consequences if all existing Events of Default, other than the nonpayment of
principal, premium, if any, or interest that has become due solely because of
the acceleration, have been cured or waived. No such rescission shall affect any
subsequent Default or impair any right consequent thereto. In case an Event of
Default specified in Section 6.01(f) or (g) of the Indenture occurs, such
principal amount, together with premium, if any, and interest with respect to
all of the Notes, shall be due and payable immediately without any declaration
or other act on the part of the Trustee or the Holders. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
reasonably satisfactory to it.

                                      A-6
<PAGE>

                  19.      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, and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were not
the Trustee.

                  20.      No Recourse Against Others. As more fully described
in the Indenture, no director, officer, employee, stockholder or incorporator,
as such, of the Company shall have any liability for any obligation of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. Each Holder by accepting
a Note waives and releases all such liability. Such waiver and release are part
of the consideration for the issuance of the Notes.

                  21.      Authentication. This Note shall not be valid until
the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.

                  22.      Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE HAS AGREED
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

                  23.      Abbreviations and Defined Terms. 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).

                  24.      CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company have caused CUSIP numbers to be printed on the Notes as a convenience to
the Holders. No representation is made as to the accuracy of such numbers as
printed on the Notes and reliance may be placed only on the other identification
numbers printed hereon.

                  25.      Indenture. Each Holder, by accepting a Note, agrees
to be bound by all of the terms and provisions of the Indenture, as the same may
be amended from time to time.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture which has the text of this Note in
larger type. Requests may be made to: Mariner Health Care, Inc., One Ravinia
Drive, Suite 1500, Atlanta, Georgia 30346, Attention: General Counsel.

                                      A-7
<PAGE>

                                FORM OF GUARANTEE

                  Each Guarantor (capitalized terms used herein have the
meanings given such terms in the Indenture referred to in the Note upon which
this notation is endorsed) hereby unconditionally guarantees on a senior
subordinated basis (such guarantee being referred to herein as the "Guarantee")
the due and punctual payment of the principal of, premium, if any, and interest
on the Notes, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal, premium and interest on
the Notes, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee, all in accordance with the terms set
forth in Article 10 of the Indenture.

                  The obligations of each Guarantor to the Holders and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth, and
are expressly subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness of each Guarantor, to the extent and in the
manner provided in Article 11 of the Indenture.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Notes upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                                    [NAME OF GUARANTOR]

                                    By: _______________________________________
                                        Name:
                                        Title:

                                      A-8
<PAGE>

                                 ASSIGNMENT FORM

                  If you the Holder want to assign this Note, fill in the form
below and have your signature guaranteed:

I or we assign and transfer this Note to:

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

Date: __________________________    Signed: ___________________________________
                                            (Sign exactly as your name appears
                                            on the other side of this Note)

Medallion Guarantee: _________________________________

                                      A-9
<PAGE>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15 or Section 4.18 of the Indenture, check the
appropriate box:

                                Section 4.15 [ ]

                                Section 4.18 [ ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.15 or Section 4.18 of the Indenture, state
the amount you elect to have purchased:

$ ________________

Date: _____________________________ ____________________________________________
                                    NOTICE: The signature on this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Note in every
                                    particular without alteration or enlargement
                                    or any change whatsoever and be guaranteed
                                    by the endorser's bank or broker.

Medallion Guarantee:_________________________

                                      A-10
<PAGE>

                                                                       EXHIBIT B

                                                                      CUSIP No.:

                    8-1/4% SENIOR SUBORDINATED NOTE DUE 2013

No.                                                                           $

                MARINER HEALTH CARE, INC., a Delaware corporation (the
"Company"), for value received promises to pay to CEDE & CO. or registered
assigns, the principal sum of           DOLLARS on December 15, 2013.

                Interest Payment Dates: June 15 and December 15, commencing [ ].

                Record Dates: June 1 and December 1.

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

                                      B-1
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its respective duly authorized officers and a
facsimile of their corporate seals to be affixed hereto or imprinted hereon.

                                    MARINER HEALTH CARE, INC.

                                    By: _____________________________________
                                        Name:
                                        Title:

                                      B-2
<PAGE>

CERTIFICATE OF AUTHENTICATION

                  This is one of the Series B 8-1/4% Senior Subordinated Notes
due 2013 referred to in the within-mentioned Indenture.

                                    U.S. BANK NATIONAL ASSOCIATION,
                                    as Trustee

                                    By: _______________________________________
                                        Authorized Signatory

                                      B-3
<PAGE>

                              (REVERSE OF SECURITY)

                    8-1/4% SENIOR SUBORDINATED NOTE DUE 2013

                  1.       Interest. Mariner Health Care, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from the date of the original issuance of the Notes. The Company will
pay interest semi-annually in arrears on each Interest Payment Date, commencing
[      ]. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

                  The Company shall pay interest on overdue principal and on
overdue installments of interest (without regard to any applicable grace
periods) to the extent lawful from time to time on demand at the rate borne by
the Notes.

                  2.       Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) to the Persons who are the registered
Holders at the close of business on June 1 or December 1 immediately preceding
the Interest Payment Date (whether or not such day is a Business Day) even if
the Notes are cancelled on registration of transfer or registration of exchange
after such Record Date. Holders must surrender Notes to a Paying Agent to
collect principal payments. Payments of principal and premium, if any, will be
made (on presentation of such Notes if in certificated form) in money of the
United States that at the time of payment is legal tender for payment of public
and private debts; provided, however, that the Company may pay principal,
premium, if any, and interest by check payable in such money. The Company may
deliver any such interest payment to the Paying Agent or to a Holder at the
Holder's registered address.

                  3.       Paying Agent and Registrar. Initially, U.S. Bank
National Association (the "Trustee"), will act as Paying Agent and Registrar.
The Company may change any Paying Agent, Registrar or co-Registrar without
notice to the Holders. The Company or any of its Subsidiaries may act as Paying
Agent or Registrar.

                  4.       Indenture. The Company issued this Note under an
Indenture, dated as of December 19, 2003 (the "Indenture"), by and among the
Company, the Guarantors and the Trustee. This Note is one of a duly authorized
issue of Notes of the Company designated as its Series B 8-1/4% Senior
Subordinated Notes due 2013 (the "Exchange Notes") issued in exchange for the
initial 8-1/4% Senior Subordinated Notes due 2013 (the "Initial Notes" and,
together with the Additional Notes and the Exchange Notes, the "Notes").
Capitalized terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of
the Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders are referred to the Indenture and the TIA
for a statement of them. The Notes are general unsecured obligations of the
Company.

                  5.       Subordination. The Notes are unsecured obligations of
the Company and subordinated in right of payment, in the manner and to the
extent set forth in the Indenture, to the prior payment in full in cash of all
Senior Indebtedness of the Company, whether outstanding on the date of the
Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by
his acceptance hereof agrees to be bound by such provisions and authorizes and
expressly directs the Trustee, on his behalf, to take such action as may be
necessary or appropriate to effectuate the subordination provided for in the
Indenture and appoints the Trustee his attorney-in-fact for such purposes.

                  6.       Guarantee. The obligations of the Company hereunder
are guaranteed on a senior subordinated basis by the Guarantors. Each Guarantee
by a Guarantor is subordinated in right of payment to all Senior Indebtedness of
such Guarantor to the same extent that the Notes are subordinated to Senior
Indebtedness of the Company.

                                      B-4
<PAGE>

                  7.       Redemption.

                  (a)      Optional Redemption. The Company may redeem the
Notes, at its option, in whole at any time or in part from time to time, on and
after December 15, 2008 at the following Redemption Prices (expressed as
percentages of the principal amount thereof) if redeemed during the twelve-month
period commencing on December 15 of the year set forth below, plus, in each
case, accrued and unpaid interest thereon, if any, to the date of redemption.

<TABLE>
<CAPTION>
Year                         Percentage
----                         ----------
<S>                          <C>
2008.......................   104.125%
2009.......................   102.750%
2010.......................   101.375%
2011 and thereafter........   100.000%
</TABLE>

                  (b)      Optional Redemption upon Equity Offerings.
Notwithstanding the foregoing, the Company may redeem in the aggregate up to 35%
of the original principal amount of Notes at any time and from time to time
prior to December 15, 2006 at a Redemption Price equal to 108.250% of the
aggregate principal amount so redeemed, plus accrued and unpaid interest, if
any, to the Redemption Date out of the Net Proceeds of one or more Equity
Offerings; provided that

                  (1)      at least 65% of the principal amount of Notes
         originally issued remains outstanding immediately after the occurrence
         of any such redemption and

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

                  8.       Notice of Redemption. Notice of redemption under
paragraphs 7(a) and 7(b) of this Note will be mailed at least 30 days but not
more than 60 days before the Redemption Date to each Holder to be redeemed at
such Holder's registered address.

                  Except as set forth in the Indenture, if monies for the
redemption of the Notes called for redemption shall have been deposited with the
Paying Agent for redemption on such Redemption Date, then, unless the Company
defaults in the payment of such Redemption Price plus accrued interest, if any,
the Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued interest, if any.

                  9.       Offers to Purchase. The Indenture provides that,
after certain Asset Sales (as defined in the Indenture) and upon the occurrence
of a Change of Control (as defined in the Indenture), and subject to further
limitations contained therein, the Company will make an offer to purchase
certain amounts of the Notes in accordance with the procedures set forth in the
Indenture.

                  10.      Denominations; Transfer; Exchange. The Notes are in
registered form, without coupons, in denominations of $1,000 and integral
multiples thereof. A Holder shall register the transfer or exchange of Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
certain transfer taxes or similar governmental charges payable in connection
therewith as permitted by the Indenture. The Registrar need not register the
transfer of or exchange of any Notes or portions thereof selected for
redemption.

                  11.      Persons Deemed Owners. The registered holder of a
Note shall be treated as the owner of it for all purposes.

                  12.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company. After that, Holders
enti-

                                      B-5
<PAGE>

tled to money must look to the Company for payment as general creditors unless
an "abandoned property" law designates another person.

                  13.      Legal Defeasance and Covenant Defeasance. If the
Company at any time deposits with the Trustee U.S. legal tender or U.S.
government obligations sufficient to pay the principal of and interest on the
Notes to redemption or maturity and complies with the other provisions of the
Indenture relating to defeasance, the Company will be discharged from certain
provisions of the Indenture and the Notes (including certain covenants, but
excluding its obligation to pay the principal of and interest on the Notes).

                  14.      Amendments, Supplements, and Waivers. Subject to
certain exceptions, the Indenture or the Notes may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount of
the Notes then outstanding. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture or the Notes to, among
other things, cure any ambiguity, defect or inconsistency, provide for
uncertificated Notes in addition to or in place of certificated Notes or make
any other change that does not adversely affect in any material respect the
rights of any Holder.

                  15.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness, make payments in respect of
its Capital Stock, enter into transactions with Affiliates, create dividend or
other payment restrictions affecting Restricted Subsidiaries, sell assets,
create liens, issue capital stock, enter into sale and lease-back transactions,
make certain Investments, merge or consolidate with any other Person, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets. Such limitations are subject to a number of important
qualifications and exceptions. The Company must quarterly report to the Trustee
on compliance with such limitations.

                  16.      Successor Entity. When a successor entity assumes, in
accordance with the Indenture, all the obligations of its predecessor under the
Notes and the Indenture, and immediately before and thereafter no Default or
Event of Default exists and certain other conditions are satisfied, the
predecessor entity will be released from those obligations.

                  17.      Defaults and Remedies. Events of Default are set
forth in the Indenture. If an Event of Default (other than an Event of Default
pursuant to Section 6.01(f) or (g) of the Indenture) shall have occurred and be
continuing, then the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding, may declare to be immediately
due and payable the entire principal amount of all the Notes then outstanding
plus accrued interest to the date of acceleration; provided, however, that after
such acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal amount
of the outstanding Notes may rescind and annul such acceleration and its
consequences if all existing Events of Default, other than the nonpayment of
principal, premium, if any, or interest that has become due solely because of
the acceleration, have been cured or waived. No such rescission shall affect any
subsequent Default or impair any right consequent thereto. In case an Event of
Default specified in Section 6.01(f) or (g) of the Indenture occurs, such
principal amount, together with premium, if any, and interest with respect to
all of the Notes, shall be due and payable immediately without any declaration
or other act on the part of the Trustee or the Holders. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
reasonably satisfactory to it.

                  18.      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, and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were not
the Trustee.

                  19.      No Recourse Against Others. As more fully described
in the Indenture, no director, officer, employee, stockholder or incorporator,
as such, of the Company shall have any liability for any obligation of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations

                                      B-6
<PAGE>

or their creation. Each Holder by accepting a Note waives and releases all such
liability. Such waiver and release are part of the consideration for the
issuance of the Notes.

                  20.      Authentication. This Note shall not be valid until
the Trustee or Authenticating Agent manually signs the certificate of
authentication on this Note.

                  21.      Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES TO THE INDENTURE HAS AGREED
TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE.

                  22.      Abbreviations and Defined Terms. 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).

                  23.      CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes as a convenience to
the Holders. No representation is made as to the accuracy of such numbers as
printed on the Notes and reliance may be placed only on the other identification
numbers printed hereon.

                  24.      Indenture. Each Holder, by accepting a Note, agrees
to be bound by all of the terms and provisions of the Indenture, as the same may
be amended from time to time.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture which has the text of this Note in
larger type. Requests may be made to: Mariner Health Care, Inc., One Ravinia
Drive, Suite 1500, Atlanta, Georgia 30346, Attention: General Counsel.

                                      B-7
<PAGE>

                                FORM OF GUARANTEE

                  Each Guarantor (capitalized terms used herein have the
meanings given such terms in the Indenture referred to in the Note upon which
this notation is endorsed) hereby unconditionally guarantees on a senior
subordinated basis (such guarantee being referred to herein as the "Guarantee")
the due and punctual payment of the principal of, premium, if any, and interest
on the Notes, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal, premium and interest on
the Notes, and the due and punctual performance of all other obligations of the
Company to the Holders or the Trustee, all in accordance with the terms set
forth in Article 10 of the Indenture.

                  The obligations of each Guarantor to the Holders and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth, and
are expressly subordinated and subject in right of payment to the prior payment
in full of all Senior Indebtedness of each Guarantor, to the extent and in the
manner provided in Article 11 of the Indenture.

                  This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Notes upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized officers.

                  This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of law.

                  This Guarantee is subject to release upon the terms set forth
in the Indenture.

                                    [NAME OF GUARANTOR]

                                    By: _______________________________________
                                        Name:
                                        Title:

                                      B-8
<PAGE>

                                 ASSIGNMENT FORM

                  If you the Holder want to assign this Note, fill in the form
below and have your signature guaranteed:

I or we assign and transfer this Note to:

_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

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

Date:______________________ Signed: ___________________________________________
                                    (Sign exactly as your name appears on the
                                    other side of this Note)

Medallion Guarantee: _________________________

                                      B-9
<PAGE>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15 or Section 4.18 of the Indenture, check the
appropriate box:

                                Section 4.15 [ ]

                                Section 4.18 [ ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.15 or Section 4.18 of the Indenture, state
the amount you elect to have purchased:

$__________________

Date: ______________________        ____________________________________________
                                    NOTICE: The signature on this assignment
                                    must correspond with the name as it appears
                                    upon the face of the within Note in every
                                    particular without alteration or enlargement
                                    or any change whatsoever and be guaranteed
                                    by the endorser's bank or broker.

Medallion Guarantee: _______________________

                                      B-10
<PAGE>

                                                                       EXHIBIT C

                    CERTIFICATE TO BE DELIVERED UPON EXCHANGE
                      OR REGISTRATION OF TRANSFER OF NOTES

                  Re: Mariner Health Care, Inc. (the "Company")
                      8-1/4% Senior Subordinated Notes due 2013 (the "Notes")

                  This Certificate relates to $_______ principal amount of Notes
held in the form of* ___ a beneficial interest in a Global Note or* _______
Certificated Notes by ______ (the "Transferor").

The Transferor:

                  [ ] has requested by written order that the Registrar deliver
in exchange for its beneficial interest in the Global Note held by the
Depositary a Certificated Note or Certificated Notes in definitive, registered
form of authorized denominations and an aggregate number equal to its beneficial
interest in such Global Note (or the portion thereof indicated above); or

                  [ ] has requested by written order that the Registrar exchange
or register the transfer of a Certificated Note or Certificated Notes.

                  In connection with such request and in respect of each such
Note, the Transferor does hereby certify that the Transferor is familiar with
the Indenture relating to the above captioned Notes and the restrictions on
transfers thereof as provided in Section 2.16 of such Indenture, and that the
transfer of the Notes does not require registration under the Securities Act of
1933, as amended (the "Securities Act"), because*:

                  [ ] Such Note is being acquired for the Transferor's own
account, without transfer (in satisfaction of Section 2.16 of the Indenture).

                  [ ] Such Note is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act), in
reliance on Rule 144A.

                  [ ] Such Note is being transferred to an institutional
"accredited investor" (within the meaning of subparagraph (a)(1), (2), (3) or
(7) of Rule 501 under the Securities Act) which delivers a certificate to the
Trustee in the form of Exhibit D to the Indenture.

                  [ ] Such Note is being transferred in reliance on Regulation S
under the Securities Act and a transfer certificate for Regulation S transfers
in the form of Exhibit E to the Indenture accompanies this certification. An
Opinion of Counsel to the effect that such transfer does not require
registration under the Securities Act accompanies this certification.

                  [ ] Such Note is being transferred in reliance on Rule 144
under the Securities Act. An Opinion of Counsel to the effect that such transfer
does not require registration under the Securities Act accompanies this
certification.

                                      C-1
<PAGE>

                  [ ] Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144A or Rule 144 under the Securities Act to a
person other than an institutional "accredited investor." An Opinion of Counsel
to the effect that such transfer does not require registration under the
Securities Act accompanies this certification.

                                    __________________________________________
                                       [INSERT NAME OF TRANSFEROR]

                                    By: ______________________________________
                                        [Authorized Signatory]

Date: ___________________
*Check applicable box.

                                      C-2
<PAGE>

                                                                       EXHIBIT D

                   Form of Transferee Letter of Representation

[      ]

Attention:  Corporate Trust Division

Ladies and Gentlemen:

                  This certificate is delivered to request a transfer of
$________ principal amount of the 8-1/4% Senior Subordinated Notes due 2013 of
Marine Health Care, Inc. (the "Company") and any guarantee thereof (the
"Notes"). Upon transfer, the Notes would be registered in the name of the new
beneficial owner as follows:

                  Name: ________________________________________________________

                  Address: _____________________________________________________

                  Taxpayer ID Number: __________________________________________

                  The undersigned represents and warrants to you that:

                  1.       We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933 (the
"Securities Act")) purchasing Notes for our own account or for the account of
such an institutional "accredited investor" and we are acquiring the Notes not
with a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act. We have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risk of our investment in the Notes and we invest in or purchase securities
similar to the Notes in the normal course of our business. We and any accounts
for which we are acting are each able to bear the economic risk of our or its
investment.

                  2.       We acknowledge that we have had access to such
financial and other information, and have been afforded the opportunity to ask
such questions of representatives of the Company and receive answers thereto, as
we deem necessary.

                  3.       We understand that the Notes have not been registered
under the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Notes that we will not prior to
the date (the "Resale Restriction Termination Date") that is two years after the
later of the original issuance of the Notes and the last date on which the
Company or any affiliate of the Company was the owner of such Notes (or any
predecessor thereto) offer, sell or otherwise transfer such Notes except (a) to
the Company or any subsidiary of the Company, (b) inside the United States to a
"qualified institutional buyer" in compliance with Rule 144A under the
Securities Act (c) inside the United States to an "institutional accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act
that, prior to such transfer, furnishes (or has furnished on its behalf by a
U.S. broker-dealer) to the Trustee a signed letter substantially in the form of
this letter (d) outside the United States in an offshore transaction in
compliance with Rule 904 under the Securities Act (e) pursuant to any other
available exemption from the registration requirements of the Securities Act or
(f) pursuant to an effective registration statement under the Securities Act. We
acknowledge that the Company and the Trustee reserve the right prior to any
offer, sale or other transfer prior to the Resale Restriction Termination Date
of the applicable Notes pursuant to clause (c) or (e) above to require the
delivery of an opinion of counsel, certification and/or other information
satisfactory to the Company and the Trustee.

                  We understand that the Trustee will not be required to accept
for registration of transfer any Notes acquired by us, except upon presentation
of evidence satisfactory to the Company and the Trustee that the foregoing
restrictions on transfer have been complied with. We further understand that any
Notes purchased by us will be in the form of definitive physical certificates
and that such certificates will bear a legend reflecting the substance of
paragraph 3 of this letter. We further agree to provide to any person acquiring
any of the Notes from us a notice

                                      D-1
<PAGE>

advising such person that transfers of such Notes are restricted as stated
herein and that certificates representing such Notes will bear a legend to that
effect.

                  We represent that the Company and the Trustee and others are
entitled to rely upon the truth and accuracy of our acknowledgments,
representations and agreements set forth herein, and we agree to notify you
promptly in writing if any of our acknowledgments, representations or agreements
herein cease to be accurate and complete. You are also irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.

                  We represent to you that we have full power to make the
foregoing acknowledgments, representations and agreements on our own behalf and
on behalf of any investor account for which we are acting as fiduciary agent.

                  As used herein, the terms "offshore transaction," "United
States" and "U.S. person" have the respective meanings given to them in
Regulation S under the Securities Act.

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

Dated: _________________            TRANSFEREE:

                                    By: __________________________________

                                      D-2
<PAGE>

                                                                       EXHIBIT E

                            Form of Certificate to Be
                             Delivered in Connection
                           with Regulation S Transfers

                                                           ________________,___

[       ]

Attention:  Corporate Trust Division

         Re: Mariner Health Care, Inc. (the "Company")
             8-1/4% Senior Subordinated Notes due 2013 (the "Notes")

Ladies and Gentlemen:

                  In connection with our proposed sale of $__________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                  (1)      the offer of the Notes was not made to a person in
         the United States;

                  (2)      either (a) at the time the buy offer was originated,
         the transferee was outside the United States or we and any person
         acting on our behalf reasonably believed that the transferee was
         outside the United States, or (b) the transaction was executed in, on
         or through the facilities of a designated offshore securities market
         and neither we nor any person acting on our behalf knows that the
         transaction has been prearranged with a buyer in the United States;

                  (3)      no directed selling efforts have been made in the
         United States in contravention of the requirements of Rule 903(a) or
         Rule 904(a) of Regulation S, as applicable;

                  (4)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the Securities Act; and

                  (5)      we have advised the transferee of the transfer
         restrictions applicable to the Notes.

                  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. Defined terms used herein without
definition have the respective meanings provided in Regulation S.

                                      Very truly yours,

                                      [Name of Transferor]

                                      By: _______________________________

                                      E-1
<PAGE>

                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of [      ], among [       ] (the "New Guarantor"), a subsidiary of Mariner
Health Care, Inc. (or its successor), a Delaware corporation (the "Company"),
the Guarantors (the "Existing Guarantors") under the Indenture referred to
below, and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture
referred to below (the "Trustee").

                              W I T N E S S E T H :

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture (as such may be amended from time to time, the
"Indenture"), dated as of December 19, 2003, providing for the issuance of their
8-1/4% Senior Subordinated Notes due 2013 (the "Notes");

                  WHEREAS, Section 4.14 of the Indenture provides that under
certain circumstances the Company is required to cause the New Guarantor to
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Guarantor shall unconditionally guarantee all of the Company's
obligations under the Notes pursuant to a Guarantee on the terms and conditions
set forth herein; and

                  WHEREAS, pursuant to Section 8.01 of the Indenture, the
Trustee, the Company and Existing Guarantors are authorized to execute and
deliver this Supplemental Indenture;

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

                  1.       Definitions. (a) Capitalized terms used herein
 without definition shall have the meanings assigned to them in the Indenture.

                  (b)      For all purposes of this Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.

                  2.       Agreement to Guarantee. The New Guarantor hereby
agrees, jointly and severally with all other Guarantors, to Guarantee the
Company's obligations under the Notes on the terms and subject to the conditions
set forth in Article 10 of the Indenture and to be bound by all other applicable
provisions of the Indenture. From and after the date hereof, the New Guarantor
shall be a Guarantor for all purposes under the Indenture and the Notes.

                  3.       Ratification of Indenture; Supplemental Indentures
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder heretofore or
hereafter authenticated and delivered shall be bound hereby.

                  4.       Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN

                                      F-1
<PAGE>

ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE.

                  5.       Trustee Makes No Representation. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company.

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

                  7.       Headings. The headings of this Supplemental Indenture
have been inserted for convenience of reference only, are not to be considered a
part hereof, and shall in no way modify or restrict any of the terms or
provisions hereof.

                                      F-2
<PAGE>

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

                                    [NEW GUARANTOR]

                                    By: _______________________________________
                                        Name:
                                        Title:

                                    By: _______________________________________
                                        Name:
                                        Title:

                                    MARINER HEALTH CARE, INC.

                                    By: _______________________________________
                                        Name:
                                        Title:

                                      F-3
<PAGE>

                                    EXISTING GUARANTORS:

                                    [TO COME]

                                    By: _______________________________________
                                        Name:
                                        Title:

                                      F-4
<PAGE>

                                    U.S. BANK NATIONAL ASSOCIATION,
                                    as Trustee

                                    By: _______________________________________
                                        Name:
                                        Title:

                                      F-5