<PAGE>   1
                                                                     Exhibit 4.6

                    UNISON HEALTHCARE CORPORATION, as Issuer,

               THE GUARANTORS (as defined herein), as Guarantors,

                                       and

                  IBJ Schroder Bank & Trust Company, as Trustee


                                    INDENTURE

                          Dated as of December 1, 1997


                                   $20,000,000

                            13% Senior Notes due 1999
<PAGE>   2
               Reconciliation and Tie between Trust Indenture Act
               of 1939 and Indenture, dated as of December 1, 1997

<TABLE>
<CAPTION>
Trust Indenture                                                                         Indenture
  Act Section                                                                             Section
  -----------                                                                             -------
<S>                                                                                <C>
Section 310 (a)(1)..............................................................             7.10
            (a)(2)..............................................................             7.10
            (a)(3)..............................................................             N.A.
            (a)(4)..............................................................             N.A.
            (b).................................................................        7.8; 13.2
            (b)(1)..............................................................             7.10
            (b)(9)..............................................................             7.10
            (c).................................................................             N.A.
Section 311 (a).................................................................             7.11
            (b).................................................................             7.11
            (c).................................................................             N.A.
Section 312 (a).................................................................              2.5
            (b).................................................................             11.3
            (c).................................................................             11.3
Section 313 (a).................................................................              7.6
            (b)(1)..............................................................             N.A.
            (b)(2)..............................................................              7.6
            (c).................................................................        7.6; 11.2
            (d).................................................................              7.6
Section 314 (a).................................................................   4.2; 4.4; 11.2
            (b).................................................................             N.A.
            (c)(1)..............................................................       11.4; 11.5
            (c)(2)..............................................................       11.4; 11.5
            (c)(3)..............................................................       11.4; 11.5
            (d).................................................................             N.A.
            (e).................................................................             11.5
            (f).................................................................             N.A.
Section 315 (a).................................................................         7.1; 7.2
            (b).................................................................        7.5; 11.2
            (c).................................................................              7.1
            (d).................................................................    6.5; 7.1; 7.2
            (e).................................................................             6.11
Section 316 (a)(last sentence)..................................................             11.6
            (a)(1)(A)...........................................................              6.5
            (a)(1)(B)...........................................................              6.4
            (a)(2)..............................................................              8.2
</TABLE>
<PAGE>   3
<TABLE>
<CAPTION>
Trust Indenture                                                                         Indenture
  Act Section                                                                             Section
  -----------                                                                             -------
<S>                                                                                     <C>
         (b)....................................................................              6.7
         (c)....................................................................             8.04
Section 317 (a)(1)..............................................................              6.8
         (a)(2).................................................................              6.9
         (b)....................................................................             7.12
Section 318 (a).................................................................             11.1
</TABLE>


N.A. means Not Applicable.




Note:    This reconciliation and tie shall not, for any purpose, be deemed to be
         part of the Indenture.
<PAGE>   4
                  INDENTURE, dated as of December 1, 1997 among UNISON
HEALTHCARE CORPORATION, a Delaware corporation, as Issuer (the "Company"), the
GUARANTORS listed on Schedule 1 hereto and IBJ SCHRODER BANK & TRUST COMPANY, as
Trustee (the "Trustee").

                  The Company and the Guarantors have duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Senior Notes (as hereinafter defined) to be issued as provided for in this
Indenture.

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's 13%
Senior Notes due 1999, unconditionally guaranteed by the Guarantors (the "Senior
Notes").


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1       Definitions.

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

                  "Acquisition Indebtedness" means Indebtedness incurred by the
Company or by a Subsidiary after the Issue Date the proceeds of which are used
for an Asset Acquisition not prohibited by Section 4.18.

                  "Additional Interest" means additional interest on the Senior
Notes which the Company agrees to pay pursuant to Section 4 of the Registration
Rights Agreement.

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

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


                                       -1-
<PAGE>   5
(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.

                  "Affiliate Indebtedness" means (i) Indebtedness of the Company
to any Affiliate of the Company and (ii) Indebtedness of the Company evidenced
by Affiliate Notes.

                  "Affiliate Notes" means Indebtedness of the Company to any
Affiliate evidenced by promissory notes or similar instruments and issued and
outstanding on the Issue Date.

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

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

                  "Asset Sale" means the direct or indirect sale, transfer,
issuance, conveyance, lease (other than operating leases entered into in the
ordinary course of business pursuant to ordinary business terms, it being
understood that the lease of a healthcare facility shall not be considered to be
in the ordinary course but that leases of portions of a healthcare facility to
service providers shall be considered to be in the ordinary course), assignment
or other disposition (including, without limitation, by eminent domain,
condemnation or similar governmental proceeding) and any merger or consolidation
of any Subsidiary of the Company with or into another Person (other than the
Company or any Wholly-Owned Subsidiary of the Company whereby such Subsidiary
shall cease to be a Wholly-Owned Subsidiary of the Company) in any single
transaction or series of related transactions (separate eminent domain,
condemnation or similar governmental proceedings to each be considered a single
transaction but not to be considered together as a series of related
transactions) involving property or assets with a fair market value in excess of
$250,000 of (a) any Equity Interest in any Subsidiary, (b) real property owned
by the Company or any Subsidiary thereof, or a division, line of business or
healthcare facility or comparable business segment of the Company or any
Subsidiary thereof or (c) other property, assets or rights (including, without
limitation, leasehold rights) of the Company, any Subsidiary thereof or any
division, line of business or healthcare facility of the Company or any
Subsidiary thereof, provided, however, that Asset Sales shall not include (i)
sales, leases, conveyances, transfers or other dispositions to the Company or to
a Subsidiary thereof or to any other Person if after giving effect to such sale,
lease,  conveyance,  transfer or other  disposition  such other Person becomes a
Wholly-Owned Subsidiary of the Company, (ii) transactions complying with Section
5.1  (except as  otherwise  provided in Section 4.8  hereof),  and (iii)  sales,
transfers, issuances, conveyances, leases,


                                       -2-
<PAGE>   6
assignments or other dispositions to the Company or any Wholly-Owned Subsidiary
of the Company.

                  "Asset Sale Proceeds" means, with respect to any Asset Sale,
(i) cash received by the Company or any Subsidiary thereof 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 Subsidiary as a result of such Asset Sale, (d) payments made to retire
Indebtedness secured by the assets subject to such Asset Sale and (e) deduction
of appropriate amounts to be provided by the Company or a Subsidiary thereof as
a reserve, in accordance with GAAP, against any liabilities associated with the
assets sold or disposed of in such Asset Sale and retained by the Company or a
Subsidiary thereof after such Asset Sale, including, without limitation, pension
and other post-employment benefit liabilities and liabilities related to
environmental matters or against any indemnification obligations associated with
the assets sold or disposed of in such Asset Sale, and (ii) promissory notes and
other non-cash consideration received by the Company or any Subsidiary thereof
from such Asset Sale or other disposition upon the liquidation or conversion of
such notes or non-cash consideration into cash.

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

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

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

                  "Capitalized Lease Obligations" means Indebtedness represented
by obligations


                                       -3-
<PAGE>   7
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.

                  "Change of Control" means (i) any sale, merger or
consolidation with or into any Person or any transfer or other conveyance,
whether direct or indirect, of all or substantially all of the assets of the
Company, on a consolidated basis, in one transaction or a series of related
transactions, if, immediately after giving effect to such transaction, any
"person" or "group" other than an Excluded Person is or becomes the "beneficial
owner" (as such terms are used for purposes of Sections 13(d) and 14(d) of the
Exchange Act, whether or not applicable), directly or indirectly, of more than
50% of the total voting power in the aggregate normally entitled to vote in the
election of the Board of Directors, of the transferee or surviving entity, (ii)
any "person" or "group" other than an Excluded Person is or becomes the
"beneficial owner" (as such terms are used for purposes of Sections 13(d) and
14(d) of the Exchange Act, whether or not applicable), directly or indirectly,
of more than 50% of the total voting power in the aggregate of all classes of
Equity Interests of the Company then outstanding normally entitled to vote in
elections of the Board of Directors or (iii) during any period of 12 consecutive
months after the Issue Date, individuals who at the beginning of any such
12-month 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 was approved by a vote of a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors then in office.

                  "Common Equity Interest" of any Person means all Equity
Interests of such Person that are generally entitled to (i) vote in the election
of directors of such Person or (ii) 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 of
this Indenture and thereafter means the successor.

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

                  "Consolidated Cash Flow Available for Fixed Charges" means,
with respect to any Person for any period, on a consolidated basis in accordance
with GAAP, the sum of, without duplication, the amounts for such period, taken
as a single accounting period, of (A) (i) Consolidated Net Income, (ii)
Consolidated Non-cash Charges, (iii) Consolidated Interest Expense, (iv) 
Consolidated Income Tax Expense, and (v) one-third of Consolidated
Rental Payments less (B) any non-cash items increasing Consolidated Net Income
for such period.


                                       -4-
<PAGE>   8
                  "Consolidated Fixed Charge Coverage Ratio" means with respect
to any Person, the ratio of the aggregate amount of Consolidated Cash Flow
Available for Fixed Charges of such Person for the four full fiscal quarters
immediately preceding the date of the transaction (the "Transaction Date")
giving rise to the need to calculate the Consolidated Fixed Charge Coverage
Ratio (such four full fiscal quarter period being referred to herein as the
"Four Quarter Period") to the aggregate amount of Consolidated Fixed Charges of
such Person for the Four Quarter Period. In addition to and without limitation
of the foregoing, for purposes of this definition, "Consolidated Cash Flow
Available for Fixed Charges" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to, without duplication, (a) the incurrence of any Indebtedness of
such Person or any of its Subsidiaries (and the application of the net proceeds
thereof) during the period commencing on the first day of the Four Quarter
Period to and including the Transaction Date (the "Reference Period"),
including, without limitation, the incurrence of the Indebtedness giving rise to
the need to make such calculation (and the application of the net proceeds
thereof), as if such incurrence (and application) occurred on the first day of
the Four Quarter Period (it being understood that with respect to Indebtedness
incurred under a revolving facility used primarily to finance working capital,
the average daily principal amount outstanding during the Reference Period shall
be deemed to be the amount incurred during the Reference Period), and (b) any
Asset Sales or Asset Acquisitions (including, without limitation, any Asset
Acquisition giving rise to the need to make such calculation as a result of such
Person or one of its Subsidiaries (including any Person who becomes a Subsidiary
as a result of the Asset Acquisition) incurring, assuming or otherwise being
liable for Acquired Indebtedness) occurring during the Four Quarter Period, as
if such Asset Sale or Asset Acquisition occurred on the first day of the Four
Quarter Period. Furthermore, in calculating "Consolidated Fixed Charges" for
purposes of determining the denominator (but not the numerator) of this
"Consolidated Fixed Charge Coverage Ratio," (i) interest on outstanding
Indebtedness determined on a fluctuating basis as of the Transaction Date and
which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the Transaction Date; and (ii) if interest on
Indebtedness actually incurred on the Transaction Date may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rates, then the interest rate in
effect on the Transaction Date will be deemed to have been in effect during the
Four Quarter Period. In calculating the Consolidated Fixed Charge Coverage Ratio
and giving pro forma effect to the incurrence of Indebtedness during a Reference
Period, pro forma effect shall be given to use of proceeds thereof to
permanently repay or retire Indebtedness. If such Person or any of its
Subsidiaries directly or indirectly guarantees Indebtedness of a third Person,
for purposes of determining the "Consolidated Fixed Charge Coverage Ratio,"
effect shall be given to the incurrence of such guaranteed Indebtedness as if
such Person or such Subsidiary had directly incurred or otherwise assumed such
guaranteed Indebtedness.

                  "Consolidated Fixed Charges" means, with respect to any Person
for any period, the sum of, without duplication,  the amounts for such period of
(i) Consolidated  Interest Expense, (ii) the product of (a) the aggregate amount
of  dividends  and other  distributions  paid or accrued  during  such period in
respect of Disqualified Equity Interests of


                                       -5-
<PAGE>   9
such Person and its Subsidiaries on a consolidated basis and (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory income tax rate of such
Person, expressed as a decimal and (iii) one-third of Consolidated Rental
Payments.

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

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

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

                  "Consolidated  Net Worth" means, with respect to any Person at
any date, the


                                       -6-
<PAGE>   10
consolidated stockholders' equity of such Person less the amount of such
stockholders' equity attributable to Disqualified Equity Interests of such
Person and its Subsidiaries, as determined in accordance with GAAP.

                  "Consolidated Non-cash Charges" means, with respect to any
Person for any period, the aggregate depreciation, amortization and other
non-cash expenses of such Person and its Subsidiaries reducing Consolidated Net
Income of such Person and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP (excluding any such charges
constituting an extraordinary item or loss or any such charge which required an
accrual of or a reserve for cash charges for any future period).

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

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at IBJ Schroder Bank & Trust Company, One State Street, 11th Floor, New York,
New York 10001, Attention: Corporate Finance Trust Services.

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

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

                  "Disqualified Equity Interests" means any Equity Interest
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at


                                       -7-
<PAGE>   11
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 Senior Notes, for cash or securities
constituting Indebtedness. Without limitation of the foregoing, Disqualified
Equity Interests shall be deemed to include (i) any Preferred Equity Interests
of a Subsidiary of the Company and (ii) any Preferred Equity Interests of the
Company, with respect to either of which, under the terms of such Preferred
Equity Interests, by agreement or otherwise, such Subsidiary or the Company is
obligated to pay current dividends or distributions in cash during the period
prior to the Maturity Date; provided, however, that Preferred Equity Interests
of the Company or any Subsidiary thereof that are issued with the benefit of
provisions requiring a change of control offer to be made for such Preferred
Equity Interest in the event of a Change of Control of the Company or such
Subsidiary,  which provisions have substantially the same effect as the
provisions described in Section 4.22, shall not be deemed to be Disqualified
Equity Interests solely by virtue of such provisions.

                  "Equity Interests" means, with respect to any Person, any and
all shares or other equivalents (however designated) of capital stock,
partnership interests or any other participation, right or other interests in
the nature of an equity interest in such Person or any option, warrant or other
security convertible into or exchangeable for any of the foregoing; provided
that the contingent obligations to the former BritWill shareholders shall not be
deemed to be an Equity Interest.

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

                  "Excluded Person" means all or any of Bruce H. Whitehead,
David A. Kremser, and their Related Parties.

                  "fair market value" or "fair value" means, with respect to any
assets or property, the price which could be negotiated in an arm's-length free
market transaction, for cash, between a willing seller and a fully informed,
willing and able buyer, neither of whom is under undue pressure or compulsion to
complete the transaction, all as reasonably determined by a majority of the
Board of Directors acting in good faith, such determination to be evidenced by a
Board Resolution delivered to the Trustee. No such determination need be
supported by an appraisal or expert opinion.

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

                  "Guarantee" means, as the context may require, individually, a
guarantee, or collectively, any and all guarantees, of the Obligations of the
Company with respect to the Senior Notes by each Guarantor pursuant to the terms
of Article 10 hereof, substantially in the form set forth as part of Exhibit A.

                  "Guarantor" means (i) each of the Subsidiaries of the Company
on the Issue Date and (ii) each Subsidiary of the Company that hereafter becomes
a Guarantor pursuant to


                                       -8-
<PAGE>   12
Section 4.12 and 10.5 hereof, and "Guarantors" means such entities,
collectively.

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

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

                  "Indebtedness" means (without duplication), with respect to
any Person, any indebtedness at any time outstanding, secured or unsecured,
contingent or otherwise, which is for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding, without limitation, any balances that
constitute accounts payable or trade payables, and other liabilities arising in
the ordinary course of business) and shall also include, to the extent not
otherwise included (i) any Capitalized Lease Obligations, (ii) 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 shall
have been assumed, (iii) all Indebtedness of others of the type described in the
other clauses of this definition (including all dividends of other Persons) the
payment of which is guaranteed, directly or indirectly, by such Person or that
is otherwise its legal liability or which such Person has agreed to purchase or
repurchase or in respect of which such Person has agreed contingently to supply
or advance funds (whether or not such items would appear upon the balance sheet
of the guarantor), (iv) all obligations for the reimbursement of any obligor on
any letter of credit, banker's acceptance or similar credit transaction, (v)
Disqualified Equity Interests, (vi) obligations of any such Person under any
Interest Rate Agreement applicable to any of the foregoing, and (vii)
Attributable Indebtedness. The amount of Indebtedness of any Person at any date
shall be the outstanding balance at such date of all unconditional
obligations as described above and, with respect to contingent obligations, the
maximum liability upon the occurrence of the contingency giving rise to the
obligation, provided, however, that (i) the amount outstanding at any time of
any Indebtedness issued with original issue discount, including the Senior
Notes, is the principal amount of such Indebtedness less the remaining
unamortized portion of the original issue discount of such Indebtedness at such
time as determined in conformity with GAAP, and (ii) Indebtedness shall not
include any liability for federal, state, local or other taxes. Notwithstanding
any other provision of the foregoing definition, any trade payable


                                       -9-
<PAGE>   13
arising from the purchase of goods or materials or for services obtained in the
ordinary course of business shall not be deemed to be "Indebtedness" of the
Company or any Subsidiaries for purposes of this definition. Furthermore,
guarantees of (or obligations with respect to letters of credit supporting)
Indebtedness otherwise included in the determination of such amount shall not
also be included.

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

                  "Independent Financial Advisor" means an accounting,
appraisal, investment banking or consulting firm of nationally recognized
standing that is, in the reasonable and good faith judgment of the Board of
Directors of the Company, qualified to perform the task for which such firm has
been engaged and is disinterested and independent with respect to the Company
and its Affiliates.

                  "Initial Purchaser" means Jefferies & Company, 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.

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

                  "Interest Payment Date" means each March 1, June 1, September
1 and December 1 commencing on March 1, 1998.

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

                  "Investments" means, directly or indirectly, any advance,
account receivable (other than an account receivable arising in the ordinary
course of business, including accounts receivable arising in the ordinary course
of business and acquired as part of the assets acquired by the Company in
connection with an acquisition of assets which is otherwise permitted by the
terms of this Indenture), loan or capital contribution to (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 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 stock
or other evidence of beneficial ownership of, any Person, the guarantee or
assumption of the Indebtedness of any other Person (except for an assumption of
Indebtedness for which the assuming Person receives consideration with a fair
market value at least equal to the principal amount of the Indebtedness
assumed), the designation of a Subsidiary as an Unrestricted Subsidiary or the
making of any investment in any Person and all other items that


                                      -10-
<PAGE>   14
would be classified as investments on a balance sheet of such Person prepared in
accordance with GAAP. Investments shall exclude extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices.

                  "Issue Date" means the closing date for the sale and original
issuance of the Senior Notes.

                  "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 1, 1999.

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

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

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

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


                                      -11-
<PAGE>   15
                  "Non-U.S. Person" means a person who is not a U.S. person, as
defined in Regulation S.

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

                  "Offering" means the offering and sale of the Senior Notes as
described in the Offering Memorandum.

                  "Offering Memorandum" means the Offering Circular dated
November 24, 1997 pursuant to which the Senior Notes were offered.

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

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

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

                  "Pari Passu Notes" means those Original Notes whose record
holders did not consent to the contractual subordination of the payment of
principal, premium and interest on such Original Notes to the Senior Notes.

                  "Original Indenture" means the Indenture governing the
Original Notes dated as of October 31, 1996 as heretofore supplemented and as
may be further supplemented on or prior to the Issue Date, among the Company,
the guarantors party thereto and First Bank National Association, as trustee.

                  "Original Notes" means the Company's 12 1/4% Senior Notes due
2006.

                  "Permitted Indebtedness" means:

                  (i) Indebtedness (plus interest, premium, fees and other
         obligations associated therewith) of the Company or any Subsidiary
         thereof arising under or in connection with Permitted Secured
         Indebtedness;


                                      -12-
<PAGE>   16
                  (ii) Indebtedness under the Senior Notes;

                  (iii) Interest Rate Agreements;

                  (iv) Additional Indebtedness of the Company, including
         Indebtedness incurred in connection with or arising out of Capitalized
         Lease Obligations, in an aggregate principal amount outstanding at any
         time not to exceed the greater of (x) $10.0 million and (y) 10% of the
         Company's Consolidated Net Worth;

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

                  (vi) Indebtedness outstanding on the Issue Date (including the
         Original Notes) after giving effect to the application of the proceeds
         of the Offering; and

                  (vii) Refinancing Indebtedness.

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

                  (i) Temporary Cash Investments;

                  (ii) (A) Investments in the Company or a Subsidiary of the
         Company, (B) Investments in any Person, if (1) as a result of such
         Investment (y) such Person becomes a Wholly-Owned Subsidiary of the
         Company or (z) such Person is merged, consolidated or amalgamated with
         or into, or transfers or conveys substantially all of its assets to, or
         is liquidated into, the Company or a Wholly-Owned Subsidiary thereof
         and (2) after giving effect to such Investment the Company is in
         compliance with Section 4.18 hereof and (C) Net Investments in any
         Person, provided, however, that the aggregate amount of all such Net
         Investments made pursuant to this clause (C) shall not exceed $1
         million at any one time outstanding;

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

                  (iv) Advances to employees in the ordinary course of business
         not to exceed an aggregate of $250,000 outstanding at any one time;

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

                  (vi) An investment that is made by the Company or a Subsidiary
         thereof in the form of any Equity Interests, Indebtedness or securities
         that are issued by any Person solely as partial consideration for the
         consummation of an Asset Sale that is otherwise permitted under Section
         4.8 hereof;


                                      -13-
<PAGE>   17
                  (vii) Investments in the Senior Notes;

                  (viii) Investments existing on the Issue Date; and

                  (ix) Investments in connection with a Permitted Mortgage
         Financing.

                  "Permitted Liens" means, without duplication, (i) Liens
existing on the date of this Indenture, (ii) Liens in favor of the Company or
any Subsidiary thereof, (iii) Liens on property of a Person existing at the time
such Person becomes a Subsidiary of, or is acquired by, merged into or
consolidated with the Company or any Subsidiary thereof, provided, however, that
such Liens (a) were not created in connection with or in anticipation of such
acquisition, merger or consolidation or such Person becoming a Subsidiary and
(b) are not applicable to any other property of the Company or any of the other
Subsidiaries of the Company, (iv) Liens for taxes, assessments or governmental
charges or claims that are not yet delinquent or that are being contested in
good faith by appropriate proceedings promptly instituted and diligently
conducted, provided, however, that any reserve or other appropriate provision as
shall be required in conformity with GAAP shall have been made therefor, (v)
landlords', carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business and with respect to
amounts which are not yet delinquent or are being contested in good faith by
appropriate proceedings, (vi) pledges or deposits made in the ordinary course of
business in connection with (a) leases, performance bonds and similar
obligations, (b) workers' compensation, unemployment insurance and other social
security legislation, or (c) securing the performance of surety bonds and appeal
bonds required (1) in the ordinary course of business or in connection with the
enforcement of rights or claims of the Company or a Subsidiary thereof or (2) in
connection with judgments that do not give rise to an Event of Default and which
do not exceed $3 million in the aggregate, (vii) easements, rights-of-way,
restrictions, minor defects or irregularities in title and other similar
encumbrances which, in the aggregate, do not materially detract from the value
of the property subject thereto or materially interfere with the ordinary
conduct of the business of the Company or any Subsidiary in connection
therewith, (viii) Liens to secure Purchase Money Indebtedness that is otherwise
permitted under this Indenture, provided, however, that (a) any such Lien is
created solely for the purpose of securing Indebtedness representing, or
incurred to finance, refinance or refund, the cost (including sales and excise
taxes, installation and delivery charges and other direct costs of, and other
direct expenses paid or charged in connection with, such purchase or
construction) of such Property, (b) the principal amount of the Indebtedness
secured by such Lien does not exceed 100% of such costs, and (c) such Lien does
not extend to or cover any Property other than such item of Property and any
improvements on such item, (ix) Liens securing Permitted Secured Indebtedness,
(x) Liens securing Capitalized Lease Obligations permitted to be incurred under
clause (iv) of the definition of "Permitted Indebtedness," provided, however,
that such Lien does not extend to any property other than that subject to the
underlying lease, (xi) Liens pursuant to leases and subleases of real property
which do not interfere with the ordinary conduct of the business of the Company
or any of its Subsidiaries and which are made on customary and usual terms
applicable to similar properties and in the case of any lease of a healthcare
facility do not extend to any property of the Company or a Subsidiary other than
the personal property


                                      -14-
<PAGE>   18
located at such facility, (xii) Liens securing reimbursement obligations under
commercial letters of credit, but only in or upon the goods the purchase of
which were financed by such letters of credit, (xiii) Liens securing Acquisition
Indebtedness, provided that such Liens do not extend to or cover any property
other than the property directly or indirectly acquired with the proceeds of
such Acquisition Indebtedness and any improvements thereto (unless such Liens
are otherwise Permitted Liens), (xiv) Liens securing Refinancing Indebtedness,
provided, however, that such Liens extend only to the assets securing the
Indebtedness being extended, refinanced, renewed or replaced, and such
Indebtedness was previously secured by such asset and provided, further, the
terms of such Liens are no less favorable to the holders of the Senior Notes
than the Liens being extended, refinanced, renewed or replaced, (xv) Liens
securing a Permitted Mortgage Financing and (xvi) Liens in favor of the Trustee.

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

                  "Permitted Secured Indebtedness" means any Indebtedness other
than Affiliate Indebtedness (plus interest, premium, fees and other obligations
associated therewith), and any refinancing, refunding, replacement, renewal or
extension of, under agreements evidencing any Indebtedness which is secured by
assets of the Company or its Subsidiaries, provided, however, that the aggregate
amount of all such Indebtedness outstanding (or committed to be advanced under
the agreements to which such Indebtedness relates) at any time, other than
Indebtedness outstanding on the Issue Date (after giving effect to the Offering
and the application of the net proceeds therefrom), shall not exceed the greater
of (i) $30 million or (ii) the sum of 60% of the Company's inventory and 90% of
the Company's accounts receivable as set forth in the Company's consolidated
financial statements most recently delivered pursuant to Section 4.2 of this
Indenture.

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

                  "Preferred Equity Interest" means any Equity Interest 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 any other Equity Interest issued by such Person.

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


                                      -15-
<PAGE>   19
                  "Private Placement Legend" means the legend initially set
forth on the Senior Notes in the form set forth on Exhibit A.

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

                  "Purchase Agreement" means the Purchase Agreement dated
November 24, 1997 between the Company and the Initial Purchaser with respect to
the Senior Notes.

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

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

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

                  "Refinancing Indebtedness" means Indebtedness that refunds,
refinances, renews, replaces or extends any Indebtedness of the Company or its
Subsidiaries outstanding on the Issue Date or other Indebtedness permitted to be
incurred by the Company or its Subsidiaries pursuant to the terms of this
Indenture, whether involving the same or any other lender or creditor or group
of lenders or creditors, but only to the extent that (i) the Refinancing
Indebtedness is subordinated to the Senior Notes to at least the same extent as
the Indebtedness being refunded, refinanced or extended, if at all, (ii) the
Refinancing Indebtedness is scheduled to mature either (a) no earlier than the
Indebtedness being refunded, refinanced or extended, or (b) after the maturity
date of the Senior Notes, (iii) except where such Refinancing Indebtedness is
Attributable Indebtedness, such Refinancing Indebtedness has a weighted average
life to maturity at the time such Refinancing Indebtedness is incurred that is
equal to or greater than the weighted average life to maturity of the
Indebtedness being refunded, refinanced or extended, (iv) except where such
Refinancing Indebtedness is Attributable Indebtedness, such Refinancing
Indebtedness is in an aggregate principal amount that is less than or equal to
the aggregate principal then outstanding under the Indebtedness being refunded,
refinanced or extended and (v) such Refinancing Indebtedness is incurred by the
same Person that initially incurred the Indebtedness being refunded, refinanced
or extended, except that the Company may incur Refinancing Indebtedness to
refund, refinance or extend Indebtedness of any Wholly-Owned Subsidiary of the
Company.

                  "Registration Rights Agreement" means the Registration Rights
Agreement dated December 1, 1997 among the Company, the Guarantors, and the
Initial Purchaser.


                                      -16-
<PAGE>   20
                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Related Party" with respect to an Excluded Person means (i)
any spouse or immediate family member of such Excluded Person or (ii) any trust,
corporation, partnership, or other entity, the beneficiaries, stockholders,
partners, owners or Persons beneficially holding a controlling interest of which
consist such Excluded Person and/or such other Persons referred to in the
immediately preceding clause (i).

                  "Restricted Payment" means any of the following: (i) the
declaration or payment of any dividend or any other distribution or payment on
Equity Interests of the Company or any Subsidiary thereof (including, without
limitation, any payment in connection with any merger or consolidation including
the Company) or any payment made to the direct or indirect holders (in their
capacities as such) of Equity Interests of the Company or any Subsidiary thereof
(other than (a) dividends or distributions payable solely in Equity Interests
(other than Disqualified Equity Interests) or in options, warrants or other
rights to purchase Equity Interests (other than Disqualified Equity Interests)
or (b) in the case of Subsidiaries of the Company, dividends or distributions
payable to the Company or to a Wholly-Owned Subsidiary of the Company), (ii) the
purchase, redemption or other acquisition or retirement for value of any Equity
Interest of the Company or any Subsidiary thereof (other than Equity Interests
owned by the Company or a Wholly-Owned Subsidiary, excluding Disqualified Equity
Interests), (iii) the making of any principal payment on, or the purchase,
defeasance, repurchase, redemption or other acquisition or retirement for value,
prior to any scheduled maturity, scheduled repayment or scheduled sinking fund
payment, of any Subordinated Indebtedness, (iv) the making of any Investment or
guarantee of any Investment in any Person other than a Permitted Investment or
(v) forgiveness of any Indebtedness of an Affiliate of the Company to the
Company or a Subsidiary of the Company. For purposes of determining the amount
expended for Restricted Payments, cash distributed or invested shall be valued
at the face amount thereof and property other than cash shall be valued at its
fair market value.

                  "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 Senior Note is a Restricted Security.

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

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

                  "SEC" means the United States Securities and Exchange
Commission as


                                      -17-
<PAGE>   21
constituted from time to time or any successor performing substantially the same
functions.

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

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

                  "Senior Subordinated Notes" means those Original Notes whose
record holders consented to the contractual subordination of the payment of
principal, premium and interest on such Original Notes to the Senior Notes.

                  "Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (i) in the case of a corporation,
of which more than 50% of the total voting power of the Equity Interests
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, officers or trustees thereof is held by such first-named
Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to which such
first-named Person or any of its Subsidiaries has the power to direct or cause
the direction of the management and policies of such entity by contract or
otherwise or if in accordance with GAAP such entity is consolidated with the
first-named Person for financial statement purposes. Notwithstanding the
foregoing, an Unrestricted Subsidiary shall not be deemed a Subsidiary of the
Company other than for purposes of the definition of Unrestricted Subsidiary,
unless the Company shall have designated such Unrestricted Subsidiary as a
"Subsidiary" by written notice to the Trustee. An Unrestricted Subsidiary may be
designated as a Subsidiary at any time by the Company by written notice to the
Trustee, provided, however, that (i) no Default or Event of Default shall have
occurred and be continuing or would arise therefrom and (ii) if such
Unrestricted Subsidiary is an obligor of any Indebtedness, any such designation
shall be deemed to be an incurrence as of the date of such designation by the
Company of such Indebtedness and immediately after giving effect to such
designation, the Company could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under Section 4.6 of this Indenture.

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

                  "Temporary Cash Investments" means (i) Investments in
marketable, direct obligations issued or fully guaranteed by the United States
of America, or of any governmental agency or political subdivision thereof,
backed by the full faith and credit of the United States and maturing within one
year of the date of purchase; (ii) Investments in time deposits, certificates of
deposit, bankers acceptances or commercial paper issued by a bank (or any parent
company of such bank) organized under the laws of the United States of America
or any State thereof or the District of Columbia, in each case having capital,
surplus and undivided profits totalling more than $500 million and rated at
least A by S&P and A-2 by Moody's, maturing within one year of purchase; (iii)
commercial paper that is rated at least A- by S&P


                                      -18-
<PAGE>   22
or P-1 by Moody's, issued by a company that is incorporated under the laws of
the United States or of any State and directly issues its own commercial paper,
and has a remaining term to maturity of not more than one year; (iv) a
repurchase agreement with (A) any commercial bank that is organized under the
laws of any State or any national banking association and that has total assets
of at least $500 million, or (B) any investment bank that is organized under the
laws of any State and that has total assets of at least $500 million, which
agreement is secured by any one or more of the securities and obligations
described in clauses (i), (ii) or (iii) of this definition of Temporary Cash
Investments, which shall have a market value (exclusive of accrued interest and
valued at least monthly) at least equal to the principal amount of such
investments; or (v) Investments in money market funds that invest substantially
all of such funds' assets in the Investments described in the preceding clauses
(i), (ii), (iii) and (iv).

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

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

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

                  "Unrestricted Subsidiary" means (i) any Subsidiary of an
Unrestricted Subsidiary and (ii) any Subsidiary of the Company which shall have
been designated after the Issue Date as an Unrestricted Subsidiary by a
resolution adopted by the Board of Directors of the Company; provided that a
Subsidiary organized or acquired after the Issue Date may be so classified as an
Unrestricted Subsidiary only if such classification is in compliance with
Section 4.14 hereof and an Unrestricted Subsidiary may be designated as a
Subsidiary (but only if such classification is in compliance with the definition
of "Subsidiary" contained in this Section 1.1). The Trustee shall be given
prompt written notice by the Company of each resolution adopted by the Board of
Directors of the Company under this provision, together with a copy of each such
resolution adopted.

                  "U.S. Government Obligations" means (i) securities that are
direct obligations of the United States of America for the payment of which its
full faith and credit are pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities


                                      -19-
<PAGE>   23
Act) as custodian with respect to any such U.S. Government Obligation or a
specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such
depository receipt; provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or a specific payment of principal or interest on
any such U.S. Government Obligation held by such custodian for the account of
the holder of such depository receipt.

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

Section 1.2       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>
               "Affiliate Transaction".........................................               4.9
               "Agent Members".................................................              2.15
               "Bankruptcy Law"................................................               6.1
               "Base Period....................................................               4.7
               "Business Day"..................................................              11.8
               "Change of Control Offer".......................................              4.22
               "Change of Control Payment Date"................................              4.22
               "Change of Control Purchase Price"..............................              4.22
               "Covenant Defeasance"...........................................               9.3
               "Custodian".....................................................               6.1
               "Event of Default"..............................................               6.1
               "Excess Proceeds"...............................................               4.8
               "Excess Proceeds Offer".........................................               4.8
               "Exchange Notes"................................................               2.2
               "Global Notes"..................................................               2.1
               "Legal Defeasance"..............................................               9.2
               "Legal Holiday".................................................              11.8
               "Paying Agent"..................................................               2.3
               "Physical Notes"................................................               2.1
               "Registrar".....................................................               2.3
               "Reinvestment Date".............................................               4.8
               "Required Filing Date"..........................................               4.2
               "transfer"......................................................               5.1
</TABLE>

Section 1.3       Incorporation by Reference of Trust Indenture Act.


                                      -20-
<PAGE>   24
                  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:

                           "Commission" means the SEC.

                           "indenture securities" means the Senior Notes.

                           "indenture security holder" means a Noteholder.

                           "indenture to be qualified" means this Indenture.

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

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

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

Section 1.4       Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

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

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

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


                                    ARTICLE 2


                                      -21-
<PAGE>   25
                                THE SENIOR NOTES

Section 2.1       Dating; Incorporation of Form in Indenture.

                  The Senior Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A which is
incorporated in and made part of this Indenture. The Senior Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. The Company may use "CUSIP" numbers in issuing the Senior Notes. The
Company shall approve the form of the Senior Notes. Each Senior Note shall be
dated the date of its authentication.

                  The Senior Notes offered and sold 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 ("Global
Notes"), deposited with the Trustee, as custodian for the Depository, duly
executed by the Company and authenticated by the Trustee as hereinafter provided
and shall bear the legend set forth on Exhibit B. The aggregate principal amount
of any Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depository,
as hereinafter provided.

                  Senior Notes offered and sold in reliance on any other
exemption from registration under the Securities Act other than as described in
the preceding paragraph shall be issued, and Senior Notes offered and sold in
reliance on Rule 144A may be issued, in the form of certificated Senior Notes in
registered form in substantially the form set forth in Exhibit A (the "Physical
Notes").

Section 2.2       Execution and Authentication.

                  The Senior Notes shall be executed on behalf of the Company by
two Officers of the Company or an Officer and an Assistant Secretary of the
Company. Such signatures may be either manual or facsimile.

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

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

                  The Trustee or an authenticating agent shall authenticate
Senior Notes for original issue in the aggregate principal amount of $20,000,000
upon a Company Request. The aggregate principal amount of Senior Notes
outstanding at any time may not exceed such amount except as provided in Section
2.7 hereof. Upon receipt of the Company Request and an Officers' Certificate
certifying that a Notes Registration Statement (as defined in the Registration
Rights Agreement), is effective and, in the case of an Exchange Offer (as
defined 


                                      -22-
<PAGE>   26
in the Registration Rights Agreement) all conditions precedent to the Exchange
Offer specified in the Registration Rights Agreement have been met, the Trustee
shall authenticate an additional series of Senior Notes for issuance in an
aggregate principal amount not to exceed $20,000,000. The Senior Notes shall be
issuable only in registered form without coupons and only in denominations of
$1,000 and integral multiples thereof.

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

Section 2.3       Registrar and Paying Agent.

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

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying 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 and shall be entitled to appropriate compensation pursuant to
Section 7.7. The Company initially appoints the Trustee as Registrar, Paying
Agent and agent for service of notices and demands in connection with the Senior
Notes.

Section 2.4       Paying Agent to Hold Money in Trust.

                  On or before each due date of the principal of, premium if
any, and interest (including any Additional Interest) on any Senior Notes, the
Company shall deposit with the Paying Agent a sum sufficient to pay such
principal, premium if any, and interest (including any Additional Interest) so
becoming due. Each Paying Agent shall hold in trust for the benefit of the
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of or interest on the Senior Notes (whether such money has been paid
to it by the Company or any other obligor on the Senior Notes), and the Company
and the Paying Agent shall notify the Trustee of any default by the Company (or
any other obligor on the Senior Notes) in making any such payment. Money held in
trust by the Paying Agent need not be


                                      -23-
<PAGE>   27
segregated except as required by law and in no event shall the Paying Agent be
liable for any interest on any money received by it hereunder. The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee,
and the Trustee may at any time during the continuance of any Event of Default
specified in Section 6.1(1) or (2), upon written request to a Paying Agent,
require such Paying Agent to forthwith pay to the Trustee all sums so held in
trust by such Paying Agent together with a complete accounting of such sums.
Upon doing so, the Paying Agent shall have no further liability for the money
delivered to the Trustee.

Section 2.5       Noteholder Lists.

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

Section 2.6       Transfer and Exchange.

                  Subject to Section 2.16, when a Senior Note is presented to
the Registrar with a request to register the transfer thereof, the Registrar
shall register the transfer as requested if the requirements of applicable law
are met and, when Senior Notes are presented to the Registrar with a request to
exchange them for an equal principal amount of Senior Notes of other authorized
denominations, the Registrar shall make the exchange as requested, provided that
every Senior Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar duly executed by
the Holder thereof or his attorney, duly authorized in writing. To permit
registration of transfers and exchanges, upon surrender of any Senior Note for
registration of transfer at the office or agency maintained pursuant to Section
2.3 hereof, the Company shall issue and execute and the Trustee shall
authenticate Senior Notes at the Registrar's request. Any exchange or transfer
shall be without any service charge to the Noteholder, except that the Company
may require payment by the Noteholder of a sum sufficient to cover any tax or
the governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to Section
2.9, 3.6, 4.8, 4.22 or 8.5 hereof. The Trustee shall not be required to register
transfers of Senior Notes or to exchange Notes for a period of 15 days before
selection of any Senior Notes to be redeemed. The Trustee shall not be required
to exchange or register transfers of any Senior Notes called or being called for
redemption in whole or in part, except the unredeemed portion of any Senior Note
being redeemed in part.

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


                                      -24-
<PAGE>   28
entry.

                  Each Holder of a Senior Note agrees to indemnify the Company
and the Trustee against any liability that may result from the transfer,
exchange or assignment of such Holder's Senior Note in violation of any
provision of this Indenture and/or applicable U.S. Federal or state securities
law.

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

Section 2.7       Replacement Senior Notes.

                  If a mutilated Senior Note is surrendered to the Registrar or
Trustee or if the Holder of a Senior Note presents evidence to the satisfaction
of the Company and the Trustee that the Senior Note has been lost, destroyed or
wrongfully taken and of the ownership thereof, the Company shall issue and the
Trustee shall authenticate a replacement Senior Note if the Holder of such
Senior Note furnishes to the Company and the Trustee evidence reasonably
acceptable to them of the ownership and destruction, loss or theft of such
Senior Note. An indemnity bond may be required by the Company or the Trustee
that is sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee or any Agent from any loss which any of them may suffer if
a Senior Note is replaced. The Company and the Trustee each may charge for its
expenses (including reasonable attorneys' fees and expenses) in replacing a
Senior Note. Every replacement Senior Note is an additional obligation of the
Company.

Section 2.8       Outstanding Senior Notes.

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

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

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

                  Subject to Section 11.6, a Senior Note does not cease to be
outstanding solely because the Company or an Affiliate holds the Senior Note.


                                      -25-
<PAGE>   29
Section 2.9       Temporary Senior Notes.

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

Section 2.10      Cancellation.

                  The Company at any time may deliver Senior Notes to the
Trustee for cancellation. The Registrar and the Paying Agent shall forward to
the Trustee any Senior Notes surrendered to them for transfer, exchange or
payment. The Trustee shall cancel and retain or may destroy (subject to the
record-retention requirements of the Exchange Act) or return to the Company, in
accordance with its normal practice, all Senior Notes surrendered for transfer,
exchange, payment or cancellation and if such Senior Notes are destroyed,
deliver a certificate of destruction to the Company. Subject to Section 2.7
hereof, the Company may not issue new Senior Notes to replace Senior Notes in
respect of which it has previously paid all principal, premium and interest
accrued thereon, or delivered to the Trustee for cancellation.

Section 2.11      Defaulted Interest.

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

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

Section 2.12      Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be. The principal
and interest on Global Notes shall be payable to the Depository or its nominee,
as the case may 


                                      -26-
<PAGE>   30
be, as the sole registered owner and the sole holder of the Global Notes
represented thereby. The principal and interest on Physical Notes shall be
payable at the office of the Paying Agent.

Section 2.13      CUSIP Number.

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

Section 2.14      Wire Payments to Holders.

                  Notwithstanding any provisions of this Indenture and the
Senior Notes to the contrary, at the request of a Holder, all payments with
respect to any of the Senior Notes, may be made by the Paying Agent upon receipt
from the Company of immediately available funds prior to 11:30 a.m., New York
City time, directly to the Holder of such Senior Note (whether by federal funds,
wire transfer or otherwise), provided, however, that no such federal funds, wire
transfer or other such direct payment shall be made to any Holder under this
Section 2.14 unless such Holder has delivered written instructions to the
Trustee prior to the relevant record date for such payment requesting that such
payment will be so made and designating the bank account to which such payments
shall be so made and in the case of payments of principal, surrenders the Senior
Note to the Trustee in exchange for a Senior Note or Senior Notes aggregating
the same principal amount as the unredeemed principal amount of the Senior Notes
surrendered. The Trustee shall be entitled to rely on the last instruction
delivered by the Holder pursuant to this Section 2.14 unless a new instruction
is delivered prior to the relevant record date for a payment date. The Company
will indemnify and hold the Trustee harmless against any loss, liability or
expense (including attorneys' fees and expenses) resulting from any act or
omission to act on the part of the Company or any such Holder in connection with
any such agreement or which the Paying Agent may incur as a result of making any
payment in accordance with any such agreement.

Section 2.15      Book-Entry Provisions for Global Notes.

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

                  Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note held on their behalf by the Depository, or the Trustee as its custodian, or
under the Global Note, and the Depository may 


                                      -27-
<PAGE>   31
be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of the Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its Agent Members, the operation of
customary practices governing the exercise of the rights of a Holder of any
Senior Note.

                  (b) Transfers of Global Notes shall be limited to transfer in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged for Physical Notes in accordance with the rules and procedures of
the Depository and the provisions of Section 2.16. In addition, Physical Notes
shall be transferred to all beneficial owners in exchange for their beneficial
interests in Global Notes if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for any Global Note and a
successor depositary is not appointed by the Company within 90 days of such
notice or (ii) an Event of Default has occurred and is continuing and the
Registrar has received a written request from the Depository to issue Physical
Notes.

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

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

                  (e) Any Physical Note constituting a Restricted Security
delivered in exchange for an interest in a Global Note pursuant to paragraph
(b), (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and
(c) of Section 2.16, bear the legend regarding transfer restrictions applicable
to the Physical Notes set forth in Exhibit A.

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


                                      -28-
<PAGE>   32
Section 2.16      Special Transfer Provisions.

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

                  (i) the Registrar shall register the transfer of any Senior
         Note constituting a Restricted Security, whether or not such Senior
         Note bears the Private Placement Legend, if (x) the requested transfer
         is after December 1, 1999 or (y) (1) in the case of a transfer to an
         Institutional Accredited Investor which is not a QIB (excluding
         Non-U.S. Persons), the proposed transferee has delivered to the
         Registrar a certificate substantially in the form of Exhibit C hereto
         or (2) in the case of a transfer to a Non-U.S. Person (including a
         QIB), the proposed transferor has delivered to the Registrar a
         certificate substantially in the form of Exhibit D hereto; provided
         that, in the case of a transfer of a Senior Note not bearing a Private
         Placement Legend, the Registrar has received an Officers' Certificate
         from the Company authorizing such transfer; and

                  (ii) if the proposed transferor is an Agent Member holding a
         beneficial interest in a Global Note, upon receipt by the Registrar of
         (x) the certificate, if any, required by paragraph (i) above and (y)
         instructions given in accordance with the Depository's and the
         Registrar's procedures, whereupon (a) the Registrar shall reflect on
         its books and records the date and (if the transfer does not involve a
         transfer of outstanding Physical Notes) a decrease in the principal
         amount of a Global Note in an amount equal to the principal amount of
         the beneficial interest in a Global Note to be transferred, and (b) the
         Company shall execute and the Trustee shall authenticate and make
         available for delivery one or more Physical Notes of like tenor and
         amount.

                  (b) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Senior Note
constituting a Restricted Security to a QIB (excluding transfers to Non-U.S.
Persons):

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


                                      -29-
<PAGE>   33
                  (ii) if the proposed transferee is an Agent Member, and the
         Senior Notes to be transferred consist of Physical Notes which after
         transfer are to be evidenced by an interest in the Global Note, upon
         receipt by the Registrar of instructions given in accordance with the
         Depository's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of the Global Note in an amount equal to the principal
         amount of the Physical Notes to be transferred, and the Trustee shall
         cancel the Physical Notes so transferred.

                  (c) Private Placement Legend. Upon the transfer, exchange or
replacement of Senior Notes not bearing the Private Placement Legend, the
Registrar shall deliver Senior Notes that do not bear the Private Placement
Legend. Upon the transfer, exchange or replacement of Senior Notes bearing the
Private Placement Legend, the Registrar shall deliver only Senior Notes that
bear the Private Placement Legend unless (i) the circumstances contemplated by
paragraph (a)(i)(x) of this Section 2.16 exist, (ii) there is delivered to the
Registrar 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 Senior Note has been sold or exchanged pursuant to
an effective registration statement under the Securities Act and the Registrar
has received an Officers' Certificate from the Company to such effect.

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

                  The Registrar may 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 notice to the Registrar.

                                    ARTICLE 3

                                   REDEMPTION

Section 3.1       Notices to Trustee.

                  If the Company elects or is required to redeem Senior Notes
pursuant to Section 3.7 or 3.8 hereof, (i) at least 60 days prior to the
Redemption Date in the case of a partial redemption, (ii) at least 45 days prior
to the Redemption Date in the case of a total redemption or (iii) during such
other period as the Trustee may agree to in writing, the Company shall notify
the Trustee in writing of the Redemption Date, the principal amount of Senior
Notes to be redeemed and the redemption price, and deliver to the Trustee an
Officers' Certificate stating that such redemption will comply with the
conditions contained in Section 3.7 or 3.8 hereof, as appropriate.


                                      -30-
<PAGE>   34
Section 3.2       Selection by Trustee of Senior Notes to Be Redeemed.

                  In the event that fewer than all of the Senior Notes are to be
redeemed, the Trustee shall select the Senior Notes to be redeemed, if the
Senior Notes are listed on a national securities exchange, in accordance with
the rules of such exchange or, if the Senior Notes are not so listed, on either
a pro rata basis or by lot, or such other method as it shall deem fair and
equitable. The Trustee shall promptly notify the Company of the Senior Notes
selected for redemption and, in the case of any Senior Notes selected for
partial redemption, the principal amount thereof to be redeemed. The Trustee may
select for redemption portions of the principal of the Senior Notes that have
denominations larger than $1,000. Senior Notes and portions thereof the Trustee
selects shall be redeemed in amounts of $1,000 or whole multiples of $1,000. For
all purposes of this Indenture unless the context otherwise requires, provisions
of this Indenture that apply to Senior Notes called for redemption also apply to
portions of Senior Notes called for redemption.

Section 3.3       Notice of Redemption

                  At least 30 days, but no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Senior Notes to be redeemed at
his or her last address as the same appears on the registry books maintained by
the Registrar pursuant to Section 2.3 hereof.

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

                  (1) the Redemption Date;

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

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

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

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

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


                                      -31-
<PAGE>   35
                  (7) the Section hereof (Section 3.7 or 3.8) pursuant to which
         the Senior Notes called for redemption are being redeemed; and

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

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

Section 3.4       Effect of Notice of Redemption.

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

Section 3.5       Deposit of Redemption Price.

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

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


                                      -32-
<PAGE>   36
Section 3.6       Senior Notes Redeemed in Part.

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

Section 3.7       Optional Redemption.

                  The Company may redeem the Senior Notes, in whole or in part,
at any time at a redemption price equal to 102% of the principal amount thereof,
plus any accrued and unpaid interest to the Redemption Date.

Section 3.8       Mandatory Redemption.

                  In the event that the Company receives any net proceeds in
connection with a Permitted Mortgage Financing, the Company shall apply all of
such proceeds on a date no later than 60 days after the receipt thereof to
redeem Senior Notes at 102% of the principal amount thereof, plus any accrued
and unpaid interest thereon to the Redemption Date.


                                    ARTICLE 4

                                    COVENANTS

Section 4.1       Payment of Senior Notes.

                  The Company shall pay the principal of, premium, if any, and
interest (including all Additional Interest as provided in the Registration
Rights Agreement, which shall be deemed to be included in the term "interest"
for purposes of this Indenture and the Senior Notes) on the Senior Notes on the
dates and in the manner provided in the Senior Notes and this Indenture. An
installment of principal, premium, if any, or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment.

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law) and overdue
interest, to the extent lawful, at the rate equal to .5% per annum; and the per
annum interest rate of such additional interest will increase by an additional
 .25% per annum for each subsequent 90-day period during which such overdue
principal and installments of interest remain unpaid, up to a maximum additional
interest rate of 2.0% per annum.

Section 4.2       Reports.

                  (a) The Company will file with the SEC all information,
documents and reports to be filed with the SEC pursuant to Section 13 or 15(d)
of the Exchange Act, whether or not the Company is subject to such filing
requirements, so long as the SEC will accept such 


                                      -33-
<PAGE>   37
filings on or prior to the respective dates (the "Required Filing Dates") by
which the Company would have been or is required to so file such documents. The
Company (at its own expense) shall also in any event within 15 days after each
Required Filing Date (i) transmit by mail to all Holders, at their addresses
appearing in the register of Senior Notes maintained by the Registrar and (ii)
file with the Trustee within 15 days after the Required Filing Date, copies of
the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company files with the SEC pursuant to Section
13 or 15(d) of the Exchange Act or would be required to file with the SEC if it
were subject to Section 13 or 15(d) of the Exchange Act. Upon qualification of
this Indenture under the TIA, the Company shall also comply with the provisions
of TIA Section 314(a). Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                  (b) The Company will, upon request, provide to any Holder of
Senior Notes or any prospective transferee of any such Holder and to the Trustee
any information concerning the Company (including financial statements)
necessary in order to permit such Holder to sell or transfer Senior Notes in
compliance with Rule 144A under the Securities Act; provided, however, that the
Company shall not be required to furnish such information in connection with any
request made on or after the date which is two years from the later of (i) the
date such Senior Note (or any predecessor Senior Note) was acquired from the
Company or (ii) the date such Senior Note (or any predecessor Senior Note) was
last acquired from an "affiliate" of the Company within the meaning of Rule 144
under the Securities Act.

Section 4.3       Waiver of Stay, Extension or Usury Laws.

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

Section 4.4       Compliance Certificate.

                  (a) The Company and each Guarantor shall deliver to the
Trustee, within 120 days after the end of each fiscal year and on or before 50
days after the end of the first, second and third quarters of each fiscal year,
an Officers' Certificate (one of the signers of which shall be the principal
executive officer, principal financial officer or principal accounting 


                                      -34-
<PAGE>   38
officer of the Company or such Guarantor, as the case may be) stating that a
review of the activities of the Company or such Guarantor, as the case may be,
during such fiscal year or fiscal quarter, as the case be, has been made under
the supervision of the signing Officers with a view to determining whether the
Company or such Guarantor, as the case may be, has kept, observed, performed and
fulfilled its obligations under this Indenture, and further stating, as to each
such Officer signing such certificate, that to the best of his or her knowledge
the Company or such Guarantor, as the case may be, has kept, observed, performed
and fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions 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 the Company or such Guarantor, as the case may be, is
taking or proposes to take with respect thereto).

                  (b) So long as (and to the extent) not contrary to the then
current recommendations of the American Institute of Certified Public
Accountants, the year-end financial statements delivered pursuant to Section 4.2
above shall be accompanied by a written statement of the Company's independent
public accountants (who shall be a firm of established national reputation) that
in making the examination necessary for certification of such financial
statements nothing has come to their attention which would lead them to believe
that the Company has violated any provisions of this Article 4 or Article 5 of
this Indenture or, if any such violation has occurred, specifying the nature and
period of existence thereof, it being understood that such accountants shall not
be liable directly or indirectly for any failure to obtain knowledge of any such
violation.

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

Section 4.5       Taxes.

                  The Company shall pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all taxes, assessments
and governmental charges levied or imposed upon it or its Subsidiaries' or
Unrestricted Subsidiaries' income, profits or property and (b) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a Lien
upon their property; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate negotiations or proceedings and for which disputed
amounts adequate reserves (in the good faith judgment of the Officers of the
Company) have been made.

Section 4.6       Limitation on Additional Indebtedness.

                  The Company and the Guarantors will not, and will not permit
any of their Subsidiaries to, directly or indirectly, incur (as defined herein)
any Indebtedness (including 


                                      -35-
<PAGE>   39
Acquired Indebtedness) other than Permitted Indebtedness; provided, however,
that the Company or its Subsidiaries may incur Indebtedness (including Acquired
Indebtedness) (a) if (i) after giving effect on a pro forma basis to the
incurrence of such Indebtedness and to the extent set forth in the definition of
Consolidated Fixed Charge Coverage Ratio the receipt and application of the
proceeds thereof, the Company's Consolidated Fixed Charge Coverage Ratio would
be greater than (x) 2.0 to 1 if such Indebtedness is to be incurred on or before
December 31, 1997 and (y) 2.25 to 1 if such Indebtedness is to be incurred after
December 31, 1997; and (ii) no Default or Event of Default shall have occurred
and be continuing at the time or as a consequence of the incurrence of such
Indebtedness or (b) in connection with a Permitted Mortgage Financing.

                  The Company and the Guarantors will not, directly or
indirectly, incur any Indebtedness that by its terms (or by the terms of any
agreement governing such Indebtedness) is expressly made subordinate to any
other Indebtedness of the Company or any Guarantor unless such Indebtedness is
also expressly by its terms (or by the terms of any agreement governing such
Indebtedness) subordinated to the same extent and in the same manner to the
Senior Notes; provided, however, that no Indebtedness of the Company shall be
deemed to be subordinated to any other Indebtedness of the Company or any
Guarantor solely because such other Indebtedness is secured.

Section 4.7       Limitation on Restricted Payments.

                  The Company and the Guarantors will not, and will not permit
any of their Subsidiaries to, directly or indirectly, make, any Restricted
Payment unless:

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

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

                  (c) immediately after giving effect to such Restricted
Payment, the aggregate of all Restricted Payments declared or made after the
Issue Date through and including the date of such Restricted Payment (the "Base
Period") does not exceed the sum of (1) 50% of the Company's Consolidated Net
Income (or in the event such Consolidated Net Income shall be a deficit, minus
100% of such deficit) during the Base Period, (2) 100% of the aggregate Net
Proceeds, including the fair market value of securities or other property
received by the Company from the issue or sale, during the Base Period, of
Equity Interests (other than Disqualified Equity Interests or Equity Interests
of the Company issued to any Subsidiary of the Company) of the Company or any
Indebtedness or other securities of the Company convertible into or exercisable
or exchangeable for Equity Interests (other than Disqualified Equity Interests)
of the Company which has been so converted or exercised or exchanged, as the
case may be, and (3) $1,000,000. For purposes of determining under this clause
(c) 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.


                                      -36-
<PAGE>   40
                  The provisions of this Section 4.7 shall not prohibit (i) the
agreement or commitment to make any payment or distribution permitted under this
Indenture or the payment or distribution so agreed or committed to be made as
long as such payment or distribution is made on the date of such agreement or
commitment or within 60 days thereof, provided, however, that on the date of
such agreement or commitment such payment would comply with the foregoing
provisions, it being understood that the agreement or commitment to make such
payment or distribution shall constitute Permitted Indebtedness, (ii) the
retirement of any Equity Interests of the Company or Subordinated Indebtedness
of the Company by conversion into, or by or in exchange for, Equity Interests
(other than Disqualified Equity Interests), or out of, the Net Proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of
other Equity Interests of the Company (other than Disqualified Equity
Interests); provided, that the Net Proceeds of such Equity Interests so used
shall not be included under clause (2) of paragraph (c) above, (iii) the
redemption or retirement of Subordinated Indebtedness of the Company that is
subordinated to the Senior Notes in exchange for, by conversion into, or out of
the Net Proceeds of, a substantially concurrent sale or incurrence of
Indebtedness (other than any Indebtedness owed to a Subsidiary) of the Company
that is contractually subordinated in right of payment to the Senior Notes to at
least the same extent as the Subordinated Indebtedness being redeemed or retired
and (iv) the retirement of any Disqualified Equity Interests by conversion into,
or by exchange for, shares of Disqualified Equity Interests, or out of the Net
Proceeds of the substantially concurrent sale (other than to a Subsidiary of the
Company) of other Disqualified Equity Interests, provided, however, that in the
case of the immediately preceding clauses (ii) and (iii), no Default or Event of
Default shall have occurred and be continuing at the time of such Restricted
Payment or would occur as a result thereof.

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

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

                  Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted 


                                      -37-
<PAGE>   41
and setting forth the basis upon which the calculations required by this Section
4.7 were computed, which calculations may be based upon the Company's latest
available financial statements, and, where required, that no Default or Event of
Default exists and is continuing and no Default or Event of Default will occur
immediately after giving effect to such Restricted Payment.

Section 4.8       Limitation on Certain Asset Sales.

                  The Company will not, and will not permit any of its
Subsidiaries to, consummate an Asset Sale other than a sale of either the stock
or all or substantially all of the assets of Sunbelt Therapy Management
Services, Inc., an Arizona corporation, and its Subsidiaries for consideration
at the time of such sale (i) which is at least equal to the fair market value
thereof (as reasonably determined in good faith by the Company's Board of
Directors); (ii) which does not include any assumed liabilities or obligations
by the Company or the Subsidiary, as the case may be, from such Asset Sale and
(iii) at least 90% of which is in the form of cash or cash equivalents (i.e.,
items allowed under "Temporary Cash Investments"). Any Asset Sale Proceeds
received by the Company or such Subsidiary may be applied, to the extent the
Company elects, to repay and permanently reduce any outstanding Indebtedness
which was secured by the assets that were the subject of the Asset Sale;
provided, however, that any such repayment shall occur within 60 days following
the receipt of such Asset Sale Proceeds. Any Asset Sale Proceeds that are not
applied as permitted by the preceding sentence shall constitute "Excess
Proceeds." If at any time there exist any Excess Proceeds, the Company shall
offer (an "Excess Proceeds Offer") to purchase from all Holders, pursuant to the
procedures set forth in this Indenture, the maximum principal amount of Senior
Notes that may be purchased with such Excess Proceeds at a purchase price in
cash equal to 102% of the principal amount thereof plus accrued interest, if
any, to the date of repurchase. To the extent that the aggregate amount of
Senior Notes tendered pursuant to such Excess Proceeds Offer is less than the
amount of Excess Proceeds, the Company may use such portion of the Excess
Proceeds that is not used to purchase Senior Notes so tendered for general
corporate purposes not inconsistent with the Senior Notes or this Indenture. If
the aggregate principal amount of Senior Notes tendered pursuant to such Excess
Proceeds Offer is more than the amount of the Excess Proceeds, the Senior Notes
tendered will be repurchased on a pro rata basis or by such other method as the
Trustee shall deem fair and appropriate. Upon the completion of any Excess
Proceeds Offer and the closing of any repurchase of Senior Notes tendered
pursuant to such Excess Proceeds Offer, the amount of Excess Proceeds shall be
deemed to be zero.

                  If the Company is required to make an Excess Proceeds Offer,
the Company shall mail, within 30 days following the date on which the Company
receives any Excess Proceeds, notice to the holders of the Senior Notes stating,
among other things: (1) that such holders have the right to require the Company
to apply the Excess Proceeds to repurchase such Senior Notes at a purchase price
in cash equal to 102% of the principal amount thereof plus accrued and unpaid
interest, if any, to the date of purchase; (2) the purchase date, which shall be
no earlier than 30 days and not later than 60 days from the date such notice is
mailed; (3) the instructions, determined by the Company, that each holder of
Senior Notes must follow in order to have such Senior Notes repurchased; and (4)
the calculations used in determining the 


                                      -38-
<PAGE>   42
amount of Excess Proceeds to be applied to the repurchase of such Senior Notes.

                  In the event of the transfer of substantially all (but not
all) of the assets of the Company or any Subsidiary of the Company or
substantially all (but not all) of the assets of any division or line of
business of the Company or any Subsidiary of the Company as an entirety to a
Person in a transaction or series of related transactions permitted under
Section 5.1 hereof, the successor corporation shall be deemed to have sold the
assets of the Company, the Subsidiary or the division or line of business, as
the case may be, not so transferred for purposes of this covenant, and shall
comply with the provisions of this covenant with respect to such deemed sale as
if it were an Asset Sale. In addition, the fair market value of such assets of
the Company, the Subsidiary or the division or line of business, as the case may
be, deemed to be sold shall be deemed to be Asset Sale Proceeds for purposes of
this covenant.

                  Any Excess Proceeds Offer will be made in substantially the
same manner as a Change of Control Offer. The Company will comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations to the extent such laws and regulations are applicable to an
Excess Proceeds Offer.

Section 4.9       Limitation on Transactions with Affiliates.

                  (a) The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (including any Affiliate in which the Company or any
Subsidiary thereof owns a minority interest) or holder of 10% or more of the
Company's Equity Interests (each such transaction, an "Affiliate Transaction")
or extend, renew, waive or otherwise modify the terms of any Affiliate
Transaction entered into prior to the Issue Date unless (i) such Affiliate
Transaction is solely between or among the Company and its Wholly-Owned
Subsidiaries; (ii) such Affiliate Transaction is solely between or among
Wholly-Owned Subsidiaries of the Company; (iii) such Affiliate Transaction is
for reasonable fees and compensation paid to, and indemnity provided on behalf
of, officers, directors, employees or consultants of the Company or any
Subsidiary thereof as reasonably determined in good faith by the Board of
Directors (when required as described below) or senior management of the Company
or of such Subsidiary having no interest in such Affiliate Transaction; or (iv)
the terms of such Affiliate Transaction are fair and reasonable to the Company
or such Subsidiary, as the case may be, and the terms of such Affiliate
Transaction are at least as favorable as the terms which could be obtained by
the Company or such Subsidiary, as the case may be, in a comparable transaction
made on an arm's-length basis between unaffiliated parties. In any Affiliate
Transaction involving an amount or having a value in excess of $1 million in any
one year which is not permitted under clause (i) or (ii) above, the Company or
such Subsidiary, as the case may be, must obtain a resolution of an independent
committee of its Board of Directors certifying that such Affiliate Transaction
complies with clause (iii) or (iv) above, as the case may be. In transactions
with a value in excess of $3 million which are not permitted under clause (i) or
(ii) above, the Company or such Subsidiary, as the case may be, must obtain a
written opinion as to the fairness of such a transaction, from a financial point
of view, from an Independent Financial Advisor.


                                      -39-
<PAGE>   43
                  (b) The foregoing provisions will not apply to (i) the payment
of reasonable annual compensation to directors or executive officers of the
Company, (ii) dividends on Equity Interests made in compliance with Section 4.7
hereof, (iii) the purchase in the ordinary course of business of, supplies,
services and the like from the Company or any Subsidiary; and (iv) the continued
performance of transactions with Affiliates disclosed in the Offering
Memorandum.

Section 4.10      Limitations on Liens.

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


                                      -40-
<PAGE>   44
Section 4.11      Limitations on Investments.

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

Section 4.12      Limitation on Creation of Subsidiaries.

                  The Company shall not create or acquire, nor permit any of its
Subsidiaries to create or acquire, any Subsidiary other than (i) an Unrestricted
Subsidiary; or (ii) a Subsidiary that, at the time it has either assets or
shareholder's equity in excess of $5,000, executes a Guarantee, in the form
included as part of Exhibit A to this Indenture and reasonably satisfactory in
form and substance to the Trustee (and with such documentation relating thereto
as the Trustee shall require, including, without limitation, a supplement or
amendment to this Indenture and an Opinion of Counsel as to the enforceability
of such Guarantee).

Section 4.13      Limitation on Indebtedness of Subsidiaries.

                  The Company and the Guarantors will not permit any of their
Subsidiaries to incur any Indebtedness except (i) Indebtedness to and held by
the Company or a Wholly-Owned Subsidiary of the Company or a Guarantor,
provided, however, that any subsequent issuance or transfer of any Equity
Interest that results in such Subsidiary ceasing to be a Wholly-Owned Subsidiary
of the Company or a Guarantor or any transfer of such Indebtedness to any Person
other than the Company or a Guarantor shall be deemed to be the incurrence of
such Indebtedness by the Company, (ii) Permitted Secured Indebtedness, (iii)
Acquired Indebtedness, provided, however, that such Acquired Indebtedness was
not incurred in connection with, or in anticipation of, such Person becoming a
Subsidiary, and (iv) Indebtedness incurred by a Guarantor which the Company
would be permitted to incur in compliance with the restrictions under Section
4.6 hereof.

Section 4.14      Limitation on Subsidiaries and Unrestricted Subsidiaries.

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

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


                                      -41-
<PAGE>   45
         Subsidiary;

                  (ii) at any date the aggregate of all Restricted Payments made
         as Investments since the Issue Date shall exclude and be reduced by an
         amount (proportionate to the Company's percentage Equity Interest in
         such Subsidiary) equal to the net worth of any Unrestricted Subsidiary
         at the time that such Unrestricted Subsidiary is designated a
         Subsidiary, not to exceed, in the case of any such redesignation of an
         Unrestricted Subsidiary as a Subsidiary, the amount of Investments
         previously made by the Company and its Subsidiaries in such
         Unrestricted Subsidiary (for purposes of clauses (a)(i) and (a)(ii)
         hereof, "net worth" shall be calculated based upon the fair market
         value of the assets of such Subsidiary as of any such date of
         designation); and

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

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

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

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

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

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

                  (v) the Company or any Subsidiary of the Company has any
         obligation to subscribe for any Equity Interest in such Subsidiary or
         to maintain or preserve such Subsidiary's financial condition or to
         cause such Subsidiary to achieve specified levels of operating results.


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<PAGE>   46
Section 4.15      Limitation on Dividends and Other Payment
                  Restrictions Affecting Subsidiaries.

                  The Company will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any of its Subsidiaries to (a) pay dividends or make any other
distributions in cash or otherwise to the Company or any Subsidiary on its
Equity Interests, (b) pay any Indebtedness owed to the Company or any
Subsidiary, (c) make loans or advances to the Company or any Subsidiary thereof,
(d) transfer any of its properties or assets to the Company or any Subsidiary
thereof (other than customary restrictions on transfer of property subject to a
Permitted Lien under the term of the agreements creating such Permitted Lien
(other than a Lien on cash not constituting proceeds of non-cash property
subject to a Permitted Lien) which would not materially adversely affect the
Company's ability to satisfy its obligations under the Senior Notes), or (e)
guarantee any Indebtedness of the Company or any Subsidiary of the Company,
except, in each case, for such encumbrances or restrictions existing under or
contemplated by reason of (i) the Senior Notes or this Indenture, (ii) any
restrictions existing under or contemplated by agreements evidencing any
Permitted Secured Indebtedness, (iii) any restrictions which are in existence on
the Issue Date (including any restrictions pursuant to the Original Notes or the
Original Indenture) or which exist with respect to a Person that becomes a
Subsidiary on or after the Issue Date, which are in existence at the time such
Person becomes a Subsidiary of the Company (but not created in connection with
or contemplation of such Person becoming a Subsidiary of the Company and which
encumbrance or restriction is not applicable to any Person or the property or
assets of any Person other than such Person or the property or assets of such
Person so acquired) and any agreement that refinances or replaces the same,
provided, however, that the terms and conditions of any such restrictions are
not materially less favorable in the aggregate to the holders of the Senior
Notes than those under or pursuant to the agreement being replaced or the
agreement evidencing the Indebtedness refinanced or replaced and (iv) customary
non-assignment provisions in any contract or licensing agreement entered into by
the Company or any Subsidiary of the Company in the ordinary course of business
or in any lease governing any leasehold interest of the Company or a Subsidiary.

Section 4.16      Restriction on Sale and Issuance of Subsidiary Equity 
                  Interests.

                  The Company and its Subsidiaries will not issue or sell, and
will not permit any of their Subsidiaries to issue or sell, any Equity Interests
of any Subsidiary to any person other than the Company or a Wholly-Owned
Subsidiary of the Company, except for Common Equity Interests with no
preferences or special rights or privileges and with no redemption or prepayment
provisions.

Section 4.17      Limitation on Sale and Lease-Back Transactions.

                  The Company will not, and will not permit any of its
Subsidiaries to, enter into any Sale and Lease-Back Transaction unless (i) the
consideration received in such Sale and Lease-Back Transaction is at least equal
to the fair market value of the property sold and (ii) immediately prior to and
after giving effect to the Attributable Indebtedness in respect of such


                                      -43-
<PAGE>   47
Sale and Lease-Back Transaction, the Company could incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) in compliance with
Section 4.6 hereof.

Section 4.18      Line of Business.

                  The Company will not, and will not permit any of its
Subsidiaries to, engage in any business other than the provision of healthcare
and health fitness services, including without limitation, the ownership,
operation or management of healthcare facilities, the provision of services or
supplies to the healthcare business, providing care and/or housing for the
elderly (including independent living, assisted living or home healthcare),
managed care or any other business determined by the Company's Board of
Directors, in good faith, to be reasonably related to the foregoing.

Section 4.19      Limitation on Status as Investment Company.

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

Section 4.20      Payments for Consent.

                  Neither the Company nor any of its Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Senior Notes for or as
an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Senior Notes unless such consideration is
offered to be paid or agreed to be paid to all Holders of the Senior Notes which
so consent, waive or agree to amend within any time period set forth in the
solicitation documents relating to such consent, waiver or agreement.

Section 4.21      Corporate Existence.

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

Section 4.22      Change of Control.


                                      -44-
<PAGE>   48
                  (a) Within 30 days of the occurrence of a Change of Control,
the Company shall notify the Trustee in writing of such occurrence and shall
make an offer to purchase (the "Change of Control Offer") the outstanding Senior
Notes at a purchase price equal to 101% of the principal amount thereof plus any
accrued and unpaid interest thereon to the Change of Control Payment Date (as
hereinafter defined) (such applicable purchase price being hereinafter referred
to as the "Change of Control Purchase Price") in accordance with the procedures
set forth herein.

                  (b) Within 30 days of the occurrence of a Change of Control,
the Company also shall (i) cause a notice of the Change of Control Offer to be
sent at least once to the Dow Jones News Service or similar business news
service in the United States and (ii) send by first-class mail, postage prepaid,
to the Trustee and to each Holder of the Senior Notes, at the address appearing
in the register maintained by the Registrar of the Senior Notes, a notice
stating:

                  (1) that the Change of Control Offer is being made pursuant
         hereto and that all Senior Notes tendered will be accepted for payment,
         and otherwise subject to the terms and conditions set forth herein;

                  (2) the Change of Control Purchase Price and the purchase date
         (which shall be a Business Day no earlier than 20 Business Days from
         the date such notice is mailed (the "Change of Control Payment Date"));

                  (3) that any Senior Note not tendered will continue to accrue
         interest;

                  (4) that, unless the Company defaults in the payment of the
         Change of Control Purchase Price, any Senior 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 Senior
         Notes purchased pursuant to a Change of Control Offer will be required
         to surrender the Senior Notes 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 next 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 Senior Notes
         delivered for purchase, and a statement that such Holder is withdrawing
         its election to have such Senior Notes purchased;

                  (7) that Holders whose Senior Notes are being purchased only
         in part will be issued new Senior Notes equal in principal amount to
         the unpurchased portion of the Senior Notes surrendered, provided that
         each Senior Note purchased and each such


                                      -45-
<PAGE>   49
         new Senior 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.

                  (c) On the Change of Control Payment Date, the Company shall,
to the extent lawful, (i) accept for payment all Senior Notes or portions
thereof or beneficial interests under a Global Note properly tendered pursuant
to the Change of Control Offer, (ii) deposit with the Paying Agent money
sufficient to pay the purchase price of all Senior Notes or portions thereof or
beneficial interests, so tendered and (iii) deliver or cause to be delivered to
the Trustee Senior Notes so accepted together with an Officers' Certificate
stating the Senior Notes or portions thereof tendered to the Company. The Paying
Agent shall promptly (1) mail to each Holder of Senior Notes so accepted and (2)
cause to be credited to the respective accounts of the Holders under a Global
Note of beneficial interests so accepted payment in an amount equal to the
Change in Control Purchase Price for such Senior Notes, and the Company shall
execute and issue, and the Trustee shall promptly authenticate and mail to such
Holder, a new Senior Note equal in principal amount to any unpurchased portion
of the Senior Notes surrendered and shall issue a Global Note equal in principal
amount to any unpurchased portion of beneficial interest so surrendered;
provided, however, that each such new Senior Note shall be issued in an original
principal amount in denominations of $1,000 and integral multiples thereof.

                  (d) If any Permitted Secured Indebtedness is outstanding, at
the time of the occurrence of a Change of Control, prior to the mailing of the
notice to Holders described in the preceding paragraphs, but in any event within
30 days following any Change of Control, the Company covenants to (i) repay in
full all obligations and terminate all commitments under such Permitted Secured
Indebtedness or offer to repay in full all obligations and terminate all
commitments under such Permitted Secured Indebtedness of each lender who has
accepted such offer or (ii) obtain the requisite consent under such Permitted
Secured Indebtedness to permit the repurchase of the Senior Notes as described
above. The Company must first comply with the covenant described in the
preceding sentence before it shall be required to purchase Senior Notes in the
event of a Change of Control, provided, however, that the Company's failure to
comply with the covenant described in the preceding sentence constitutes an
Event of Default described in clause (iii) under Section 6.1 hereof.

                  (e) If the Company or any Subsidiary thereof has issued any
outstanding (i) Subordinated Indebtedness or (ii) Preferred Equity Interests,
and the Company or such Subsidiary is required to make a Change of Control Offer
or to make a distribution with respect to such Subordinated Indebtedness or
Preferred Equity Interests in the event of a Change of Control, the Company and
such Subsidiary shall not consummate any such offer or distribution with respect
to such Subordinated Indebtedness or Preferred Equity Interests until such time
as the Company shall have paid the Change of Control Purchase Price in full
to the holders of Senior Notes that have accepted the Company's Change of
Control Offer and shall 


                                      -46-
<PAGE>   50
otherwise have consummated the Change of Control Offer made to holders of the
Senior Notes.

                  (f) The Company will not issue Subordinated Indebtedness or
Preferred Equity Interests with change of control provisions requiring the
payment of such Subordinated Indebtedness or Preferred Equity Interests prior to
the payment of the Senior Notes in the event of a Change in Control hereunder.

                  (g) In the event that a Change of Control occurs and the
Holders of Senior Notes exercise their right to require the Company to purchase
Senior Notes, if such purchase constitutes a "tender offer" for purposes of Rule
14e-1 under the Exchange Act at that time, the Company will comply with the
requirements of Rule 14e-1 as then in effect with respect to such repurchase.

Section 4.23      Maintenance of Office or Agency.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York an office or agency where Senior Notes may be surrendered for
registration of transfer or exchange or for presentation for payment and where
notices and demands to or upon the Company in respect of the Senior Notes and
this Indenture may be served. The Company shall give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
address of the Trustee as set forth in Section 11.2.

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

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

Section 4.24      Maintenance of Properties and Insurance;
                  Books and Records; Compliance with Laws.

                  (a) The Company shall, and shall cause its Subsidiaries to, at
all times, cause all material properties used or useful to the conduct of their
business be maintained and kept in good condition, repair and working order
(reasonable wear and tear excepted) and supplied with all equipment deemed
necessary in the good faith judgment of the Officers of the Company and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, provided, however, that the Company or any 


                                      -47-
<PAGE>   51
Subsidiary shall not be prevented hereby from discontinuing the operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is in the good faith judgment of the Board of
Directors of the Company or the Subsidiary concerned, as the case may be,
desirable in the conduct of the business of the Company or such Subsidiary, as
the case may be, and is not adverse in any material respect to the Holders.

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

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

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

Section 4.25      Payment of Affiliate Indebtedness.

                  Notwithstanding any provision contained in this Indenture to
the contrary, the Company will not pay any principal of or premium, if any, or
interest on any Affiliate Note until such time as the Company has paid in full
all principal of, premium, if any and interest (including any Additional
Interest) on all outstanding Senior Notes; provided, however, that the Company
will be permitted to repay certain Affiliate Notes that were issued and
outstanding on the Issue Date in accordance with their terms (as in effect on
the Issue Date) to the extent that the aggregate amount of outstanding
Indebtedness on any such Affiliate Note does not exceed $800,000 and that the
aggregate amount of Indebtedness on all such Affiliate Notes does not exceed
$2,700,000.

Section 4.26      Further Assurance to the Trustee.

                  The Company shall, upon request of the Trustee, execute and
deliver such further instruments and do such further acts as may reasonably be
necessary or proper to carry out more effectively the provisions of this
Indenture.

Section 4.27      Delivery of Certain Legal Opinions.


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<PAGE>   52
                  On or prior to the date which is 30 days after the Issue Date,
the Company shall cause to be delivered to the Initial Purchaser, the legal
opinions referred to in Section 7(1) of the Purchase Agreement, which opinions
shall be in form and substance reasonably acceptable to the Initial Purchaser.


                                    ARTICLE 5

                              SUCCESSOR CORPORATION

Section 5.1       Merger, Consolidation or Sale of Assets.

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

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

Section 5.2       Successor Person Substituted.


                                      -49-
<PAGE>   53
                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Guarantor in accordance
with Section 5.1 above, the successor corporation formed by such consolidation
or into which the Company 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 Guarantor under this Indenture with the same effect as if
such successor corporation had been named as the Company or such Guarantor
herein, and thereafter the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Senior Notes.


                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.1       Events of Default.

                  An "Event of Default" occurs if:

                  (1) there is a default in the payment of any principal of, or
         premium, if any, on the Senior Notes when the same becomes due and
         payable;

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

                  (3) the Company fails to comply with any of the terms or
         provisions of Sections 3.8, 4.8, 4.22, 4.25, 4.27 or 5.1 hereof;

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

                  (5) there is a failure to pay when due principal, interest or
         premium in an aggregate amount of $3 million or more with respect to
         any Indebtedness of the Company or any Subsidiary thereof, or the
         acceleration prior to its express maturity of any such Indebtedness
         aggregating $3 million or more;

                  (6) a court of competent jurisdiction renders a final judgment
         or judgments which can no longer be appealed for the payment of money
         in excess of $3 million (which are not paid or covered by third party
         insurance by financially sound insurers that have not disclaimed or
         threatened to disclaim coverage) against the Company or any Subsidiary
         thereof and such judgment remains undischarged for a period of 60
         consecutive days during which a stay of enforcement of such judgment
         shall not be in effect;


                                      -50-
<PAGE>   54
                  (7) the Company or any Subsidiary pursuant to or within the
         meaning of any Bankruptcy Law;

                           (A) commences a voluntary case or proceeding,

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

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

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

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

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

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

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

                           (C) orders the liquidation of the Company or any
Subsidiary, and, in each case, the order or decree remains unstayed and in
effect for 60 consecutive days.

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

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


                                      -51-
<PAGE>   55
Section 6.2       Acceleration.

                  If an Event of Default (other than an Event of Default arising
under Section 6.1(7) or (8) with respect to the Company) occurs and is
continuing, the Trustee by notice to the Company or the Holders of not less than
25% in aggregate principal amount of the Senior Notes then outstanding by
written notice to the Company and the Trustee may declare to be immediately due
and payable the entire principal amount of all the Senior Notes then outstanding
plus premium, if any, and accrued 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 Senior Notes may rescind and
annul such acceleration if all existing Events of Default, other than nonpayment
of accelerated principal, premium, if any, or interest, have been cured or
waived as provided in this Indenture and if the rescission would not conflict
with any judgment or decree. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

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

Section 6.3       Other Remedies.

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

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

Section 6.4       Waiver of Defaults and Events of Default.

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


                                      -52-
<PAGE>   56
Section 6.5       Control by Majority.

                  The Holders of a majority in principal amount of the Senior
Notes then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this Indenture. The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that
the Trustee determines may be unduly prejudicial to the rights of another
Noteholder not taking part in such direction, and the Trustee shall have the
right to decline to follow any such direction if the Trustee, being advised by
counsel, determines that the action so directed may not lawfully be taken or if
the Trustee in good faith shall determine that the proceedings so directed may
involve it in personal liability unless the Trustee has asked for and received
indemnification reasonably satisfactory to it against any loss, liability or
expense caused by its following such direction; provided that the Trustee may
take any other action deemed proper by the Trustee which is not inconsistent
with such direction.

Section 6.6       Limitation on Suits.

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

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

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

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

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

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

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

Section 6.7       Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Senior Note to receive payment of principal of, or
premium, if any, and interest of the Senior Note on or after the respective due
dates expressed in the Senior Note, or to bring suit for the enforcement of any
such payment on or after such respective dates, is absolute and 


                                      -53-
<PAGE>   57
unconditional and shall not be impaired or affected without the consent of the
Holder.

Section 6.8       Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.1(1) or (2) hereof occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or the Guarantors (or any other obligor on the Senior Notes)
for the whole amount of unpaid principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate then borne by the Senior Notes, and such further amounts as
shall be sufficient to cover the costs and expenses of collection, including the
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, including all sums due and owing to the Trustee pursuant to the
Indenture including Section 7.7.

Section 6.9       Trustee May File Proofs of Claim.

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

Section 6.10      Priorities.

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

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

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


                                      -54-
<PAGE>   58
any kind, according to the amounts due and payable on the Senior Notes; and

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

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

Section 6.11      Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Senior Notes then outstanding.

Section 6.12      Restoration of Rights and Remedies.

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


                                    ARTICLE 7

                                     TRUSTEE

Section 7.1       Duties of Trustee.

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

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


                                      -55-
<PAGE>   59
                           (1) 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 but, in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein).

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

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

                           (2) In the absence of bad faith on its part, the
         Trustee shall not be liable for any error of judgment made in good
         faith by a 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 Sections 6.2 and 6.5 hereof.

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

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

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

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


                                      -56-
<PAGE>   60
Section 7.2       Rights of Trustee.

                  Subject to Section 7.1 hereof:

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

                           (2) Before the Trustee acts or refrains from acting,
         it may require an Officers' Certificate or an Opinion of Counsel, or
         both, which shall conform to the provisions of Section 11.5 hereof. The
         Trustee shall be protected and shall not be liable for any action it
         takes or omits to take in good faith in reliance on such certificate or
         opinion.

                           (3) The Trustee may act through agents and shall not
         be responsible for the misconduct or negligence of any agent (other
         than the negligence or willful misconduct of an agent who is an
         employee of the Trustee) appointed by it with due care.

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

                           (5) The Trustee may consult with counsel of its
         selection, and the advice or opinion of such counsel as to matters of
         law shall be full and complete authorization and protection from
         liability in respect of any action taken, omitted or suffered by it
         hereunder in good faith and in accordance with the advice or opinion of
         such counsel.

Section 7.3       Individual Rights of Trustee.

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

Section 7.4       Trustee's Disclaimer.

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


                                      -57-
<PAGE>   61
Section 7.5       Notice of Defaults.

                  If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall mail to each Noteholder notice of the Default
within 90 days after it occurs. Except in the case of a Default in payment of
principal or premium, if any, or interest on the Senior Notes, or that resulted
from the failure of the Company to comply with Sections 4.8 or 5.1, the Trustee
may withhold the notice if and so long as a committee of its Trust Officers in
good faith determines it to be in the best interests of the holders of the
Senior Notes to do so.

Section 7.6       Reports by Trustee to Holders.

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

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

Section 7.7       Compensation and Indemnity.

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

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


                                      -58-
<PAGE>   62
However, the failure by the Trustee to so notify the Company and the Guarantors
shall not relieve the Company or the Guarantors of their obligations hereunder.

                  Notwithstanding the foregoing, the Company and the Guarantors
need not reimburse the Trustee for any expense or indemnify it against any loss
or liability incurred by the Trustee through its negligence or bad faith. To
secure the payment obligations of the Company and the Guarantors in this
Indenture, including without limitation, Sections 7.7 and 9.5, the Trustee and
any predecessor Trustee shall have a lien prior to the Senior Notes on all money
or property held or collected by the Trustee in its capacity as such, except
such money or property held in trust to pay principal of and interest on
particular Senior Notes. The obligations of the Company and the Guarantors under
this Section 7.7 to compensate and indemnify the Trustee and each predecessor
Trustee and to pay or reimburse the Trustee and each predecessor Trustee for
expenses, disbursements and advances shall be joint and several liabilities of
the Company and each of the Guarantors and shall survive the satisfaction and
discharge of this Indenture, including the termination or rejection hereof in
any bankruptcy proceeding to the extent permitted by law.

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

Section 7.8       Replacement of Trustee.

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

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

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

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

                           (4) the Trustee otherwise becomes incapable of
         acting.

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

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


                                      -59-
<PAGE>   63
                  If the Trustee fails to comply with Section 7.10 hereof, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee.

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

Section 7.9       Successor Trustee by Consolidation, Merger or Conversion.

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

Section 7.10  Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1) and (2) in every respect. The Trustee
shall have a combined capital and surplus of at least $100,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b), including the provision in Section 310(b)(1);
provided that there shall be excluded from the operation of TIA Section
310(b)(1) any indenture or indentures under which other securities, or conflicts
of interest or participation in other securities, of the Company or the
Guarantors are outstanding if the requirements for exclusion set forth in TIA
Section 310(b)(1) are met.

Section 7.11        Preferential Collection of Claims Against Company.

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

Section 7.12      Paying Agents.

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

                           (A) that it will hold all sums held by it as agent
         for the payment of 


                                      -60-
<PAGE>   64
         principal of, or premium, if any, or interest on, the Senior Notes
         (whether such sums have been paid to it by the Company or by any
         obligor on the Senior Notes) in trust for the benefit of Holders of the
         Senior Notes or the Trustee;

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

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


                                    ARTICLE 8

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 8.1       Without Consent of Holders

                  The Company and/or one or more Guarantors and the Trustee may
modify, waive, amend or supplement this Indenture or the Senior Notes without
notice to or consent of any Noteholder:

                           (1) to comply with Section 5.1 hereof;

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

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

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

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

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


                                      -61-
<PAGE>   65
Section 8.2       With Consent of Holders.

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

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

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

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

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

                           (5) change the amount or time of any payment required
         by the Senior Notes or reduce the premium payable upon any redemption
         of the Senior Notes, or change the time before which no such redemption
         may be made;

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

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

                           (8) amend, alter, change or modify 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 or waive any Default in the performance of any such offers or
         modify any of the provisions or definitions with respect to any such
         offers;

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

                           (10) modify this Section 8.2, Section 4.20, Section
         6.4 or 6.7. After a modification, amendment, supplement or waiver under
         this Section 8.2 becomes effective, the Company shall mail to the
         Holders a notice briefly describing the


                                      -62-
<PAGE>   66
         modification, amendment, supplement or waiver. Any failure of the
         Company to mail such notice, or any defect therein, shall not, however,
         in any way impair or affect the validity of any such modification,
         amendment, supplement or waiver.

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

Section 8.3       Compliance with Trust Indenture Act.

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

Section 8.4       Revocation and Effect of Consents.

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

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

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

Section 8.5       Notation on or Exchange of Senior Notes.

                  If a modification, amendment, supplement or waiver changes the
terms of a Senior Note, the Trustee may request the Holder of the Senior Note to
deliver it to the Trustee. In such case, the Trustee shall place an appropriate
notation on the Senior Note about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Senior Note shall issue and the Trustee shall


                                      -63-
<PAGE>   67
authenticate a new security that reflects the changed terms. Failure to make the
appropriate notation or issue a new Senior Note shall not affect the validity
and effect of such modification, amendment, supplement or waiver.

Section 8.6       Trustee to Sign Amendments, etc.

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


                                    ARTICLE 9

                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 9.1       Discharge of Indenture.

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

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

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

Section 9.2       Legal Defeasance.

                  The Company may at its option, by Board Resolution, be
discharged from its obligations with respect to the Senior Notes and the
Guarantors, if any, discharged from their obligations under the Guarantees, if
any, on the date the conditions set forth in Section 9.4


                                      -64-
<PAGE>   68
below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such
Legal Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Senior Notes and to have
satisfied all its other obligations under such Senior Notes and this Indenture
insofar as such Senior Notes are concerned (and the Trustee, at the expense of
the Company, shall, subject to Section 9.6 hereof, execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
outstanding Senior Notes to receive solely from the trust funds described in
Section 9.4 hereof and as more fully set forth in such Section, payments in
respect of the principal of, premium, if any, and interest on such Senior Notes
when such payments are due, (B) the Company's obligations with respect to such
Senior Notes under Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 4.23 hereof, (C)
the rights, powers, trusts, duties, and immunities of the Trustee hereunder
(including claims of, or payments to, the Trustee under or pursuant to Section
7.7 hereof) and (D) this Article 9. Subject to compliance with this Article 9,
the Company may exercise its option under this Section 9.2 with respect to the
Senior Notes notwithstanding the prior exercise of its option under Section 9.3
below with respect to the Senior Notes.

Section 9.3       Covenant Defeasance.

                  At the option of the Company, pursuant to a Board Resolution,
the Company and the Guarantors, if any, shall be released from their respective
obligations under Sections 4.2 through 4.4 hereof, inclusive, Sections 4.6
through 4.18 hereof, inclusive, Sections 4.20 through 4.22 hereof, inclusive,
Sections 4.24 and 4.25 and clause (a)(iii) of Section 5.1 hereof with respect to
the outstanding Senior Notes on and after the date the conditions set forth in
Section 9.4 hereof are satisfied (hereinafter, "Covenant Defeasance") and the
Senior Notes shall thereafter be deemed to not be outstanding for purposes of
any direction, waiver, consent, declaration or act of the Holders (and the
consequences thereof) in connection with such covenants but shall continue to be
outstanding for all other purposes hereunder. For this purpose, such Covenant
Defeasance means that the Company and the Guarantors, if any, may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in any such specified Section or portion thereof, whether directly or
indirectly by reason of any reference elsewhere herein to any such specified
Section or portion thereof or by reason of any reference in any such specified
Section or portion thereof to any other provision herein or in any other
document, but the remainder of this Indenture and the Senior Notes shall be
unaffected thereby.

Section 9.4       Conditions to Legal Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of
Section 9.2 or Section 9.3 hereof to the outstanding Senior Notes:

                           (1) the Company shall irrevocably have deposited or
         caused to be deposited with the Trustee (or another trustee satisfying
         the requirements of Section 7.10 hereof who shall agree to comply with
         the provisions of this Article 9 applicable to it) as funds in trust
         for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Senior 


                                      -65-
<PAGE>   69
         Notes, (A) money in an amount, or (B) U.S. Government Obligations which
         through the scheduled payment of principal and interest in respect
         thereof in accordance with their terms will provide, not later than the
         due date of any payment, money in an amount, or (C) a combination
         thereof, sufficient, in the opinion of a nationally-recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay and discharge, and which shall
         be applied by the Trustee (or other qualifying trustee) to pay and
         discharge, the principal of, premium, if any, and accrued interest on
         the outstanding Senior Notes at the maturity date of such principal,
         premium, if any, or interest, or on dates for payment and redemption of
         such principal, premium, if any, and interest selected in accordance
         with the terms of this Indenture and of the Senior Notes;

                           (2) no Event of Default or Default with respect to
         the Senior Notes shall have occurred and be continuing on the date of
         such deposit, or shall have occurred and be continuing at any time
         during the period ending on the 91st day after the date of such deposit
         or, if longer, ending on the day following the expiration of the
         longest preference period under any Bankruptcy Law applicable to the
         Company in respect of such deposit (it being understood that this
         condition shall not be deemed satisfied until the expiration of such
         period);

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

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

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

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


                                      -66-
<PAGE>   70
                           (7) the Company shall have delivered to the Trustee
         an Officers' Certificate and an Opinion of Counsel, each stating that
         (a) all conditions precedent provided for relating to either the Legal
         Defeasance under Section 9.2 above or the Covenant Defeasance under
         Section 9.3 hereof (as the case may be) have been complied with and (b)
         if any other Indebtedness of the Company shall then be outstanding,
         such legal defeasance or covenant defeasance will not violate the
         provisions of the agreements or instruments evidencing such
         Indebtedness; and

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

Section 9.5       Deposited Money and U.S. Government Obligations to Be Held in
                  Trust; Other Miscellaneous Provisions.

                  All money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 9.4 hereof in
respect of the outstanding Senior Notes shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Senior Notes and this
Indenture, to the payment, either directly or through any Paying Agent as the
Trustee may determine, to the Holders of such Senior Notes, of all sums due and
to become due thereon in respect of principal, premium, if any, and accrued
interest, but such money need not be segregated from other funds except to the
extent required by law. The Trustee shall be under no duty to invest such money
or U.S. Government Obligations.

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

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

Section 9.6       Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 9.1, 9.2 or 9.3 hereof by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the obligations of the


                                      -67-
<PAGE>   71
Company and any Guarantor under this Indenture, the Senior Notes and the
Guarantees, if any, shall be revived and reinstated as though no deposit had
occurred pursuant to this Article 9 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with Section 9.1 hereof; provided, however, that if the Company or
any Guarantors have made any payment of principal of, premium, if any, or
accrued interest on any Senior Notes because of the reinstatement of their
obligations, the Company or such Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Senior Notes to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.

Section 9.7       Moneys Held by Paying Agent.

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

Section 9.8       Moneys Held by Trustee.

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


                                      -68-
<PAGE>   72
                                   ARTICLE 10

                            GUARANTEE OF SENIOR NOTES

Section 10.1      Guarantee.

                  Subject to the provisions of this Article 10, each Guarantor
hereby jointly and severally unconditionally and irrevocably guarantee to each
Holder and to the Trustee, on behalf of the Holders, (i) the due and punctual
payment of the principal of, premium, if any, and interest (including Additional
Interest) on each Senior Note, when and as the same shall become due and
payable, whether at maturity, by acceleration or otherwise, the due and punctual
payment of interest on the overdue principal of, and premium, if any, and
interest on the Senior Notes, to the extent lawful, and the due and punctual
performance of all other Obligations of the Company to the Holders or the
Trustee all in accordance with the terms of such Senior Note and this Indenture,
and (ii) in the case of any extension of time of payment or renewal of any
Senior Notes or any of such other Obligations, that the same will be promptly
paid in full when due or performed in accordance with the terms of the extension
or renewal, at stated maturity, by acceleration or otherwise. Each Guarantor, by
execution of the Guarantee, agrees that its obligations thereunder and hereunder
shall be absolute and unconditional, irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of any such Senior Note or
this Indenture, any failure to enforce the provisions of any such Senior Note or
this Indenture, any waiver, modification or indulgence granted to the Company
with respect thereto by the Holder of such Senior Note or the Trustee, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or such Guarantor.

                  Each Guarantor, by execution of the Guarantee, waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest or notice with respect to any such Senior
Note or the Indebtedness evidenced thereby and all demands whatsoever, and
covenants that the Guarantee will not be discharged as to any such Senior Note
except by payment in full of the principal thereof, premium if any, and interest
thereon and as provided in Section 9.1 hereof. If any Holder or the Trustee is
required by any court or otherwise to return to the Company or any Guarantor or
any Custodian, trustee, liquidator or other similar official acting in relation
to either the Company or any Guarantor, any amount paid by either the Company or
any Guarantor to the Holder or Trustee, each Guarantor's Guarantee, to the
extent therefor discharged, shall be reinstated in full force and effect. Each
Guarantor, by execution of the Guarantee, further agrees that, as between such
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the Obligations guaranteed by the Guarantee may be
accelerated as provided in Article 6 hereof for the purposes of the Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed thereby, and (ii) in the
event of any declaration of acceleration of such Obligations as provided in
Article 6 hereof,


                                      -69-
<PAGE>   73
such Obligations (whether or not due and payable) shall forthwith become due and
payable by each Guarantor for the purpose of the Guarantee. In addition, without
limiting the foregoing provisions, upon the effectiveness of an acceleration
under Article 6 hereof, the Trustee shall promptly make a demand for payment on
the Senior Notes under the Guarantee provided for in this Article 10 and not
discharged. Failure to make such demand shall not affect the validity or
enforceability of the Guarantee upon any Guarantor.

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

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

Section 10.2      Execution and Delivery of Guarantees.

                  To evidence the Guarantee set forth in this Article 10, each
Guarantor shall execute a Guarantee in the form included as part of Exhibit A
hereto and hereby agrees that a notation of such Guarantee shall be placed on
each Senior Note authenticated and made available for delivery by the Trustee
and that this Guarantee shall be executed on behalf of each Guarantor by the
manual or facsimile signature of an Officer of each Guarantor.

                  Each Guarantor hereby agrees that the Guarantee set forth in
Section 10.1 shall remain in full force and effect notwithstanding any failure
to endorse on each Senior Note a notation of such Guarantee.

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

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

Section 10.3      Limitation of Guarantee.

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


                                      -70-
<PAGE>   74
Section 10.4      Release of Guarantor.

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

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

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

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.

Section 10.5      Additional Guarantors.

                  The Company covenants and agrees that it will cause any Person
which becomes obligated to guarantee the Notes, pursuant to the terms of Section
4.12 hereof, to execute a Guarantee satisfactory in form and substance to the
Trustee pursuant to which such Subsidiary shall guarantee the obligations of the
Company under the Senior Notes and this Indenture in accordance with this
Article 10 with the same effect and to the same extent as if such Person had
been named herein as a Guarantor.


                                   ARTICLE 11

                                  MISCELLANEOUS

Section 11.1      Trust Indenture Act Controls.

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

Section 11.2      Notices.

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


                                      -71-
<PAGE>   75
                  If to the Company or any Guarantor:

                  Unison HealthCare Corporation
                  7272 E. Indian School Road, Suite 214
                  Scottsdale, AZ 85251
                  Attention:  Treasurer
                  Fax Number:  (602) 481-6479
                  Phone Number:  (602) 423-1954

                  Copy to:

                  Squire, Sanders & Dempsey L.L.P.
                  Two Renaissance Square
                  40 North Central Avenue, Suite 2700
                  Phoenix, AZ 85004
                  Attention:  Christopher D. Johnson, Esq.
                  Fax Number:  (602) 253-8129
                  Phone Number:  (602) 528-4000

                  If to the Trustee:

                  IBJ Schroder Bank & Trust Company
                  One State Street
                  11th Floor
                  New York, New York  10004
                  Attention:  Corporate Finance Trust Services
                  Fax Number:  (212) 858-2952
                  Phone Number:  (212) 858-2529


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

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

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

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

                  In case, by reason of the suspension of regular mail service,
or by reason of any 


                                      -72-
<PAGE>   76
other cause, it shall be impossible to mail any notice as required by this
Indenture, then such method of notification as shall be made with the approval
of the Trustee shall constitute a sufficient mailing of such notice.

Section 11.3      Communications by Holders with Other Holders.

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

Section 11.4      Certificate and Opinion as to Conditions Precedent.

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

                           (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.5 below) in form and substance
         reasonably satisfactory to the Trustee stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with;

                           (2) an Opinion of Counsel (which shall include the
         statements set forth in Section 11.5 below) in form and substance
         reasonably satisfactory to the Trustee stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with;
         and

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

Section 11.5      Statements Required in Certificate and Opinion.

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

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

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

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


                                      -73-
<PAGE>   77
                           (4) a statement as to whether or not, in the opinion
         of such Person, such covenant or condition has been complied with.

Section 11.6      When Treasury Senior Notes Disregarded.

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

Section 11.7      Rules by Trustee and Agents.

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

Section 11.8      Business Days; Legal Holidays.

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

Section 11.9      Governing Law.

                  THIS INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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 ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SENIOR NOTES.


                                      -74-
<PAGE>   78
Section 11.10     No Adverse Interpretation of Other Agreements.

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


Section 11.11     No Recourse Against Others.

                  No recourse for the payment of the principal of or premium, if
any, or interest on any of the Senior Notes, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company or any Guarantor in this Indenture or in
any supplemental indenture, or in any of the Senior Notes, or because of the
creation of any Indebtedness represented thereby, shall be had against any
stockholder, officer, director, partner, affiliate, beneficiary or employee, as
such, past, present or future, of the Company or of any successor corporation or
against the property or assets of any such stockholder, officer, employee,
partner, affiliate, beneficiary or director, either directly or through the
Company or any Guarantor, or any successor corporation thereof, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the Senior Notes are solely obligations of the Company and the
Guarantors, and that no such personal liability whatever shall attach to, or is
or shall be incurred by, any stockholder, officer, employee, partner, affiliate,
beneficiary or director, as such, of the Company or any Guarantor, or any
successor corporation thereof, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or the Senior Notes or implied therefrom,
and that any and all such personal liability of, and any and all claims against
every stockholder, officer, employee, partner, affiliate, beneficiary and
director, as such, are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issuance of
the Senior Notes. It is understood that this limitation on recourse is made
expressly for the benefit of any such shareholder, employee, officer, partner,
affiliate, beneficiary or director and may be enforced by any one or all of
them.

Section 11.12     Successors.

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

Section 11.13     Multiple Counterparts.

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


                                      -75-
<PAGE>   79
Section 11.14     Table of Contents, Headings, etc.

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

Section 11.15     Separability.

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

                           [SIGNATURE PAGE TO FOLLOW]


                                      -76-
<PAGE>   80
                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed, and the Company's corporate seal to be hereunto affixed and
attested, all as of the date and year first written above.

                                    UNISON HEALTHCARE CORPORATION



                                    By: ________________________________________
                                    Name:
                                    Title:



                                    IBJ SCHRODER BANK & TRUST COMPANY
                                    as Trustee



                                    By: ________________________________________
                                    Name:
                                    Title:


                                      -77-
<PAGE>   81
SUNQUEST SPC, INC.                            CHRISTOPHER NURSING CENTER,INC.
an Arizona corporation                        a Colorado corporation

BRITWILL HEALTHCARE COMPANY                   AMBERWOOD COURT, INC.
a Delaware corporation                        a Colorado corporation

BRITWILL INVESTMENTS - I, INC.                THE ARBORS HEALTH CARE CENTER, INC
a Delaware corporation                        an Arizona corporation

BRITWILL INVESTMENTS - II, INC.               LOS ARCOS, INC.
a Delaware corporation                        a Colorado corporation

BRITWILL FUNDING CORPORATION                  PUEBLO NORTE, INC.
a Delaware corporation                        a Colorado corporation

EMORY CARE CENTER, INC.                       RIO VERDE NURSING CENTER, INC.
a Texas corporation                           a Colorado corporation

MEMPHIS CLINICAL                              SIGNATURE MANAGEMENT GROUP, INC.
LABORATORY, INC.                              a Colorado corporation
a Tennessee corporation

AMERICAN PROFESSIONAL                         CORNERSTONE CARE, INC.
HOLDINGS, INC.                                a Colorado corporation
a Utah corporation

ARKANSAS, INC.                                DOUGLAS MANOR, INC.
a Colorado corporation                        a Colorado corporation

AMPRO MEDICAL SERVICES, INC.                  GAMMA LABORATORIES, INC.
a Texas corporation                           a Missouri corporation

SAFFORD CARE, INC.                            SIGNATURE HEALTH CARE CORPORATION
a Colorado corporation                        a Delaware corporation

REHABWEST, INC.                               BROOKSHIRE HOUSE, INC.
a Colorado corporation                        a Colorado corporation

CEDAR CARE, INC.                              SHERWOOD HEALTHCARE CORP.
an Indiana corporation                        an Indiana corporation


                      By:       __________________________________
                      Name:     Michael A. Jeffries
                      Title:    President


                                      -78-
<PAGE>   82
                   DECATUR SPORTS FIT & WELLNESS CENTER, INC.
                   an Alabama corporation

                   THERAPY HEALTH SYSTEMS, INC.
                   a Mississippi corporation

                   HENDERSON & ASSOCIATES REHABILITATION, INC.
                   An Alabama corporation


                   By:     __________________________________
                   Name:   Michael A. Jeffries
                   Title:  Vice President


                   SUNBELT THERAPY MANAGEMENT SERVICES, INC.
                   an Alabama corporation


                   By:     __________________________________ 
                   Name:   Michael A. Jeffries
                   Title:  President


                   SUNBELT THERAPY MANAGEMENT SERVICES, INC.
                   an Arizona corporation

                   QUEST PHARMACIES, INC.
                   an Arizona corporation


                   By:     __________________________________ 
                   Name:   Michael A. Jeffries
                   Title:  Vice President


                   BRITWILL INDIANA PARTNERSHIP
                   an Arizona general partnership

                   By:      BRITWILL INVESTMENTS - I, INC.
                            its General Partner


                       By:     __________________________________
                       Name:   Michael A. Jeffries
                       Title:  President


                                      -79-
<PAGE>   83
                                   SCHEDULE 1


SUNQUEST SPC, INC.                           LOS ARCOS, INC.
an Arizona corporation                       a Colorado corporation

BRITWILL HEALTHCARE COMPANY                  PUEBLO NORTE, INC.
a Delaware corporation                       a Colorado corporation

BRITWILL INVESTMENTS - I, INC.               RIO VERDE NURSING CENTER, INC.
a Delaware corporation                       a Colorado corporation

BRITWILL INVESTMENTS - II, INC.              SIGNATURE MANAGEMENT GROUP, INC.
a Delaware corporation                       a Colorado corporation

BRITWILL FUNDING CORPORATION                 CORNERSTONE CARE, INC.
a Delaware corporation                       a Colorado corporation

EMORY CARE CENTER, INC.                      ARKANSAS, INC.
a Texas corporation                          a Colorado corporation

MEMPHIS CLINICAL LABORATORY,                 DOUGLAS MANOR, INC.
INC.                                         a Colorado corporation
a Tennessee corporation

AMERICAN PROFESSIONAL                        SAFFORD CARE, INC.
HOLDINGS, INC.                               a Colorado corporation
a Utah corporation

AMPRO MEDICAL SERVICES, INC.                 REHABWEST, INC.
a Texas corporation                          a Colorado corporation

GAMMA LABORATORIES, INC.                     CEDAR CARE, INC.
a Missouri corporation                       an Indiana corporation

SIGNATURE HEALTH CARE                        SHERWOOD HEALTHCARE CORP.
CORPORATION                                  an Indiana corporation
a Delaware corporation

BROOKSHIRE HOUSE, INC.                       QUEST PHARMACIES, INC.
a Colorado corporation                       an Arizona corporation

CHRISTOPHER NURSING CENTER,                  SUNBELT THERAPY MANAGEMENT
INC.                                         SERVICES, INC.
a Colorado corporation                       an Arizona Corporation


                                      -80-
<PAGE>   84
THE ARBORS HEALTH CARE                       DECATUR SPORTS FIT & WELLNESS
CENTER, INC.                                 CENTER, INC.
an Arizona corporation                       an Alabama corporation

                                             THERAPY HEALTH SYSTEMS, INC.
                                             a Mississippi corporation

                                             BRITWILL INDIANA PARTNERSHIP
                                             an Arizona general partnership

                                             HENDERSON & ASSOCIATES
                                             REHABILITATION, INC.
                                             an Alabama corporation

                                             SUNBELT THERAPY MANAGEMENT
                                             CENTER SERVICES, INC.
                                             an Alabama corporation


                                      -81-
<PAGE>   85
                                    EXHIBIT A

                                  FORM OF NOTE

                                 (FACE OF NOTE)

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE EXEMPTION PROVIDED BY
RULE 144A UNDER THE SECURITIES ACT MAY BE AVAILABLE TO PERMIT SALE OR TRANSFER
OF THIS NOTE TO "QUALIFIED INSTITUTIONAL BUYERS" (WITHIN THE MEANING OF RULE
144A) WITHOUT REGISTRATION. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1),
(2), (3) OR (7) UNDER THE ACT) (AN "ACCREDITED INVESTOR"), (2) AGREES THAT PRIOR
TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ISSUE DATE AND THE LAST
DATE THAT THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE
(OR ANY PREDECESSOR THERETO), THIS NOTE MAY BE RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED FROM, ONLY (a) TO THE COMPANY, (b) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER THAT IS AWARE THAT
THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d)
TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A)(1), (2), (3) OR (7) OF RULE 502 UNDER THE SECURITIES ACT FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE OF THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR (f) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S OR
THE TRUSTEE'S RIGHT TO RECEIVE PRIOR TO TRANSFER UNDER CLAUSE (f) THE LEGAL
OPINIONS AND PRIOR TO TRANSFER UNDER CLAUSE (d) THE CERTIFICATES, IN EACH CASE
AS REQUIRED BY THE INDENTURE (FORMS OF WHICH ARE EXHIBITS TO THE INDENTURE, AND
SUBJECT, IN ANY EVENT, TO THE COMPLETION AND DELIVERY TO THE TRUSTEE OF THE
CERTIFICATE OF TRANSFER APPEARING ON THE REVERSE OF THIS NOTE AND (3) AGREES
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.


                                       A-2


                                      -82-
<PAGE>   86
                                                                    CUSIP NUMBER

                          UNISON HEALTHCARE CORPORATION

                            13% SENIOR NOTE DUE 1999

         Unison HealthCare Corporation, a Delaware corporation (the "Company",
which term includes any successor corporation), for value received promises to
pay to ________________________ or registered assigns the principal sum of
___________________ Dollars, on December 1, 1999.

         Interest Payment Dates: March 1, June 1, September 1 and December 1,
commencing March 1, 1998

         Record Dates:  February 15, May 15, August 15 and November 15

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

         IN WITNESS WHEREOF, the Company has caused this Senior Note to be
signed manually or by facsimile by its duly authorized officers.

                          UNISON HEALTHCARE CORPORATION

                     By:  _________________________________

                     By:  _________________________________


Certificate of Authentication:
This is one of the 13% Senior
Notes due 1999 referred to in
the within-mentioned Indenture

Dated:

IBJ SCHRODER BANK & TRUST COMPANY, as Trustee


By:  ___________________________________
     Authorized Signatory


                                       A-3


                                      -83-
<PAGE>   87
                                 (REVERSE SIDE)

                          UNISON HEALTHCARE CORPORATION

                            13% SENIOR NOTE DUE 1999

1.   INTEREST.

         Unison HealthCare Corporation, a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Note quarterly on March
1, June 1, September 1, and December 1 of each year (each an "Interest Payment
Date"), commencing on March 1, 1998. Prior to June 1, 1998, interest on the
Senior Notes will accrue at the rate of 13% per annum. Commencing on June 1,
1998 and on each September 1, December 1 and March 1 thereafter until the
Maturity Date, the rate of interest on the Notes shall increase by .5%. Interest
will be computed on the basis of a 360-day year of twelve 30-day months.
Interest on the Senior Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of the
original issuance of the Senior Notes. Under certain circumstances, holders of
the Senior Notes are entitled to receive Additional Interest. See paragraph 9
herein.

         The Company shall pay interest on overdue principal, and on overdue
premium, if any, and overdue interest, to the extent lawful, at the rate equal
to .5% per annum; and the per annum interest rate of such additional interest
will increase by an additional .25% per annum for each subsequent 90-day period
during which such overdue principal and installments of interest remain unpaid,
up to a maximum additional interest rate of 2.0% per annum.

2.   METHOD OF PAYMENT.

         The Company will pay interest on this Note provided for in Paragraph 1
above (except defaulted interest) to the person who is the registered Holder of
this Note at the close of business on the February 15, May 15, August 15 or
November 15 preceding the Interest Payment Date (whether or not such day is a
Business Day). The Holder must surrender this Note to a Paying Agent to collect
principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts; provided, however, that the
Company may pay principal, premium, if any, and interest by check payable in
such money. It may mail an interest check to the Holder's registered address.
Notwithstanding the foregoing, all payments with respect to the Senior Notes,
the Holders of which have given wire transfer instructions to the Paying Agent
on or before the relevant record date, shall be made by wire transfer of
immediately available funds to the accounts specified by such Holders.

3.   PAYING AGENT AND REGISTRAR.

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


                                       A-4


                                      -84-
<PAGE>   88
4.  INDENTURE; RESTRICTIVE COVENANTS.

         The Company issued this Senior Note under an Indenture dated as of
December 1, 1997 (as such may be amended, supplemented, waived and modified from
time to time, the "Indenture") by and among the Company, the Guarantors party
thereto and the Trustee. The terms of this Senior Note include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) as in effect on the
date of the Indenture. This Senior Note is subject to all such terms, and the
Holder of this Senior Note is referred to the Indenture and said Trust Indenture
Act for a statement of them. All capitalized terms in this Senior Note, unless
otherwise defined, have the meanings assigned to them by the Indenture.

         The Senior Notes are general unsecured senior obligations of the
Company limited to up to $20,000,000 aggregate principal amount. The Indenture
imposes certain restrictions on, among other things, (i) the incurrence of
additional indebtedness; (ii) certain restricted payments, including the payment
of dividends on the redemption of equity interests by the Company; (iii) the
issuance of equity interests in subsidiaries; (iv) the creation of liens; (v)
restrictions on the ability of subsidiaries to pay dividends, make certain
payments and transfer property to the Company; (vi) transactions with
affiliates; (vii) the transfer or sale of assets; and (viii) the Company's
ability to consolidate or merge with or into, or to transfer all or
substantially all of its assets to, another person.

5.   OPTIONAL REDEMPTION.

         The Company may redeem the Senior Notes, in whole or in part, at any
time at a redemption price equal to 102% of the principal amount thereof,
together with accrued and unpaid interest to the Redemption Date.

6.    MANDATORY REDEMPTION

      In the event that the Company receives any net proceeds in connection with
a Permitted Mortgage Financing, the Company shall be required to apply all of
such proceeds on a date no later than 60 days after the receipt thereof to
redeem Senior Notes at 102% of the principal amount thereof, plus any accrued
and unpaid interest thereon to the Redemption Date.


                                       A-5


                                      -85-
<PAGE>   89
7.   NOTICE OF REDEMPTION.

         Notice of redemption will be mailed via first class mail at least 30
days but not more than 60 days prior to the Redemption Date to each Holder of
Senior Notes to be redeemed at its registered address as it shall appear on the
register of the Senior Notes maintained by the Registrar. On and after any
Redemption Date, interest will cease to accrue on the Senior Notes or portions
thereof called for redemption unless the Company shall default in making the
redemption payment thereon.

8.   OFFERS TO PURCHASE.

         The Indenture requires that certain proceeds from Asset Sales be used
to make an offer to purchase certain amounts of Senior Notes at a purchase price
equal to 102% of the principal amount thereof, plus accrued and unpaid interest
thereon to the purchase date in accordance with the procedures set forth in the
Indenture. The Company is also required to make an offer to purchase Senior
Notes at a purchase price equal to 101% of the principal amount thereof, plus
accrued and unpaid interest thereon to the purchase date upon occurrence of a
Change of Control in accordance with procedures set forth in the Indenture.

9.   REGISTRATION RIGHTS.

         Pursuant to the Registration Rights Agreement by and among the Company
and Jefferies & Company, Inc. as initial purchaser of the Senior Notes, the
Company will be obligated to consummate an exchange offer pursuant to which the
Holder of this Senior Note shall have the right to exchange this Senior Note for
Senior Notes of a separate series issued under the Indenture which have been
registered under the Securities Act, in like principal amount and having
substantially identical terms as the Senior Notes. The Holders shall be entitled
to receive certain payments of Additional Interest 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.

10.  DENOMINATIONS, TRANSFER, EXCHANGE.

         The Senior Notes are in registered form without coupons in
denominations of $1,000 and integral multiples thereof. A Holder may register
the transfer or exchange of Senior Notes in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not register the transfer
of or exchange any Senior Note selected for redemption or register the transfer
of or exchange any Senior Note for a period of 15 days before a selection of
Senior Notes to be redeemed or any Senior Note after it is called for redemption
in whole or in part, except the unredeemed portion of any Senior Note being
redeemed in part.

11.  PERSONS DEEMED OWNERS.


                                       A-6

                                      -86-
<PAGE>   90
         The registered Holder of this Senior Note may be treated as the owner
of it for all purposes.

12.  UNCLAIMED MONEY.

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

13.  AMENDMENT, SUPPLEMENT AND WAIVER.

         Subject to certain exceptions, the Indenture or the Senior Notes may be
modified, amended or supplemented by the Company, the Guarantors and the Trustee
with the consent of the Holders of at least a majority in principal amount of
the Senior Notes then outstanding and any existing default or compliance with
any provision may be waived in a particular instance with the consent of the
Holders of a majority in principal amount of the Senior Notes then outstanding.
Without the consent of Holders, the Company, the Guarantors and the Trustee may
amend the Indenture or the Senior Notes or supplement the Indenture for certain
specified purposes including providing for uncertificated Senior Notes in
addition to certificated Senior Notes, and curing any ambiguity, defect or
inconsistency, or making any other change that does not materially and adversely
affect the rights of any Holder.

14.  SUCCESSOR ENTITY.

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

15.  DEFAULTS AND REMEDIES.

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

16.  TRUSTEE DEALINGS WITH THE COMPANY.



                                       A-7
                                      -87-
<PAGE>   91
         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, any Guarantor or their Affiliates, and may otherwise deal with the
Company, any Guarantor or their Affiliates, as if it were not Trustee.

17.  NO RECOURSE AGAINST OTHERS.

         As more fully described in the Indenture, a director, officer,
employee, partner, affiliate, beneficiary or stockholder, as such, of the
Company or any Guarantor shall not have any liability for any obligations of the
Company or any Guarantor under the Senior Notes or the Indenture or for any
claim based on, in respect or by reason of, such obligations or their creation.
The Holder of this Senior Note by accepting this Senior Note waives and releases
all such liability. The waiver and release are part of the consideration for the
issuance of this Senior Note.

18.  DEFEASANCE AND COVENANT DEFEASANCE.

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

19.  ABBREVIATIONS.

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

20.  CUSIP NUMBERS.

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

21.   GOVERNING LAW.

         THE INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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 ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SENIOR NOTES.

         THE COMPANY WILL FURNISH TO ANY HOLDER OF A SENIOR NOTE UPON


                                       A-8

                                      -88-
<PAGE>   92
WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE
TO: UNISON HEALTHCARE CORPORATION, 7272 E. Indian School Road, Suite 214,
Scottsdale, AZ 85251, Attention: Treasurer.

22.  AUTHENTICATION

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


                                       A-9


                                      -89-
<PAGE>   93
                                   ASSIGNMENT

I or we assign and transfer this Senior Note to:

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


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

________________________________________________________________________________

________________________________________________________________________________

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

                                   [Check One]

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

                                       or

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

If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Senior Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.16 of the Indenture shall have
been satisfied.

Date:  _______________________

Your Signature:_________________________________________________________________
              (Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:____________________________________________________________


                                      A-10


                                      -90-
<PAGE>   94
              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

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

Dated: ____________________


_________________________________________________________
NOTICE:  To be executed by an executive officer


                                      A-11



                                      -91-
<PAGE>   95
                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have all or any part of this Senior Note
purchased by the Company pursuant to Section 4.8 or Section 4.22 of the
Indenture, check the appropriate box:

      [_]    Section 4.8     [_]    Section 4.22

         If you want to have only part of the Senior Note purchased by the
Company pursuant to Section 4.8 or Section 4.22 of the Indenture, state the
amount you elect to have purchased:

$____________________
 (multiple of $1,000)

Date: _______________

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

___________________________________________
Signature Guaranteed


                                      A-12



                                      -92-
<PAGE>   96
             [FORM OF NOTATION ON SENIOR NOTE RELATING TO GUARANTEE]

                                    GUARANTEE

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

         The obligations of the Guarantor to the Holders and to the Trustee
pursuant to this Guarantee and the Indenture are expressly set forth in Article
10 of the Indenture and reference is hereby made to the Indenture for the
precise terms and limitations of this Guarantee.

                              [NAMES OF GUARANTORS]


                              By:____________________________________
                              Name:
                              Title:


                                      A-13



                                      -93-
<PAGE>   97
                                    EXHIBIT B

                         FORM OF LEGEND FOR GLOBAL NOTES

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

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

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


                                       B-1



                                      -94-
<PAGE>   98
                                    EXHIBIT C

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

[Date]

IBJ Schroder Bank & Trust Company
One State Street
11th Floor
New York, New York  10004

      Re: Unison HealthCare Corporation (the "Company")
          13% Senior Notes due 1999 (the "Senior Notes")

Dear Sirs:

         In connection with our proposed purchase of $_______ aggregate
principal amount of the Senior Notes, we confirm that:

         1. We understand that any subsequent transfer of the Senior Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of December 1, 1997 relating to the Senior Notes and the undersigned agrees
to be bound by, and not to resell, pledge or otherwise transfer the Senior Notes
except in compliance with, such restrictions and conditions and the Securities
Act of 1933, as amended (the "Securities Act").

         2. We understand that the Senior Notes have not been registered under
the Securities Act, and that the Senior Notes may not be offered, sold, pledged
or otherwise transferred except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell or otherwise transfer such
securities prior to the date which is two years after the later of the Issue
Date and the last date that the Company or any affiliate of the Company was the
owner of such Senior Notes (or any predecessor thereto) only (a) to the Company,
(b) pursuant to a registration statement that has been declared effective under
the Securities Act, (c) for so long as the securities are eligible for resale
pursuant to Rule 144A, to a person it reasonably believes is a QIB that
purchases for its own account or for the account of a QIB to whom notice is
given that the transfer is being made in reliance on Rule 144A, (d) to an
Institutional Accredited Investor that is purchasing for its own account or for
the account of such an Institutional Accredited Investor, (e) pursuant to offers
and sales that occur outside of the United States within the meaning of
Regulation S under the Securities Act or (f) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in
each of the foregoing cases to any requirement of law that the disposition of
its property or the property of such investor account or accounts be at all
times within its or their control. If any resale or other transfer of any Senior
Note is proposed to be made pursuant to clause (d) above while these transfer


                                       C-1

                                      -95-
<PAGE>   99
restrictions are in force, the transferor shall deliver a letter from the
transferee to the Company and the Trustee, which shall provide, among other
things, that the transferee is an Institutional Accredited Investor and that it
is acquiring such securities for investment purposes and not for distribution in
violation of the Securities Act. We further agree to provide to any person
purchasing any of the Senior Notes from us a notice advising such purchaser that
resales of the Senior Notes are restricted as stated herein.

         3. We understand that, on any proposed resale of any Senior Notes, we
will be required to furnish to you and the Company such certifications, legal
opinions and other information as you and the Company may reasonably require to
confirm that the proposed sale complies with the foregoing restrictions. We
further understand that the Senior Notes purchased by us will bear a legend to
the foregoing effect.

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

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

         You 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 proceeding or official inquiry with respect
to the matters covered hereby.

                           Very truly yours,

                           [Name of Transferee]


                           By: _____________________________________
                               Authorized Signature


                                       C-2

                                      -96-
<PAGE>   100
                                    EXHIBIT D

                       Form of Certificate to Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S


[Date]

IBJ Schroder Bank & Trust Company
One State Street
11th Floor
New York, New York  10004
Attention:

      Re:     Unison HealthCare Corporation (the "Company")
              13% Senior Notes due 1999 (the "Senior Notes")

Dear Sirs:

         In connection with our proposed sale of $___________ aggregate
principal amount of the Senior Notes, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, we
represent that:

         (1) the offer of the Senior Notes was not made to a U.S. person or 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
off-shore securities market and neither we nor any person acting on our behalf
knows that the transaction has been pre-arranged 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(b) or Rule 904(b) 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 Senior Notes.


                                       D-1

                                      -97-
<PAGE>   101
         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. Terms used in this certificate have the
meanings set forth in Regulation S.


                           Very truly yours,

                           [Name of Transferor]


                           By: ______________________________________
                               Authorized Signature



                                       D-2

                                      -98-
<PAGE>   102
                                TABLE OF CONTENTS

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

DEFINITIONS AND INCORPORATION BY REFERENCE............................................................................   1

      Section 1.1      Definitions....................................................................................   1
      Section 1.2      Other Definitions..............................................................................  20
      Section 1.3      Incorporation by Reference of Trust Indenture Act..............................................  20
      Section 1.4      Rules of Construction..........................................................................  21

                                    ARTICLE 2

THE SENIOR NOTES......................................................................................................  22

      Section 2.1      Dating; Incorporation of Form in Indenture.....................................................  22
      Section 2.2      Execution and Authentication...................................................................  22
      Section 2.3      Registrar and Paying Agent.....................................................................  23
      Section 2.4      Paying Agent to Hold Money in Trust............................................................  23
      Section 2.5      Noteholder Lists...............................................................................  24
      Section 2.6      Transfer and Exchange..........................................................................  24
      Section 2.7      Replacement Senior Notes.......................................................................  25
      Section 2.8      Outstanding Senior Notes.......................................................................  25
      Section 2.9      Temporary Senior Notes.........................................................................  26
      Section 2.10     Cancellation...................................................................................  26
      Section 2.11     Defaulted Interest.............................................................................  26
      Section 2.12     Deposit of Moneys..............................................................................  27
      Section 2.13     CUSIP Number...................................................................................  27
      Section 2.14     Wire Payments to Holders.......................................................................  27
      Section 2.15     Book-Entry Provisions for Global Notes.........................................................  28
      Section 2.16     Special Transfer Provisions....................................................................  29

                                    ARTICLE 3

REDEMPTION............................................................................................................  31

      Section 3.1      Notices to Trustee.............................................................................  31
      Section 3.2      Selection by Trustee of Senior Notes to Be Redeemed............................................  31
      Section 3.3      Notice of Redemption...........................................................................  31
      Section 3.4      Effect of Notice of Redemption.................................................................  32
      Section 3.5      Deposit of Redemption Price....................................................................  32
      Section 3.6      Senior Notes Redeemed in Part..................................................................  33
      Section 3.7      Optional Redemption............................................................................  33
      Section 3.8      Mandatory Redemption...........................................................................  33
</TABLE>


                                      -i-
<PAGE>   103
<TABLE>
<S>                                                                                                                     <C>
                                    ARTICLE 4

COVENANTS.............................................................................................................  33

      Section 4.1      Payment of Senior Notes........................................................................  33
      Section 4.2      Reports........................................................................................  34
      Section 4.3      Waiver of Stay, Extension or Usury Laws........................................................  34
      Section 4.4      Compliance Certificate.........................................................................  35
      Section 4.5      Taxes..........................................................................................  36
      Section 4.6      Limitation on Additional Indebtedness..........................................................  36
      Section 4.7      Limitation on Restricted Payments..............................................................  36
      Section 4.8      Limitation on Certain Asset Sales..............................................................  38
      Section 4.9      Limitation on Transactions with Affiliates.....................................................  39
      Section 4.10     Limitations on Liens...........................................................................  40
      Section 4.11     Limitations on Investments.....................................................................  41
      Section 4.12     Limitation on Creation of Subsidiaries.........................................................  41
      Section 4.13     Limitation on Indebtedness of Subsidiaries.....................................................  41
      Section 4.14     Limitation on Subsidiaries and Unrestricted Subsidiaries.......................................  41
      Section 4.15     Limitation on Dividends and Other Payment
                       Restrictions Affecting Subsidiaries............................................................  43
      Section 4.16     Restriction on Sale and Issuance of Subsidiary Equity Interests................................  43
      Section 4.17     Limitation on Sale and Lease-Back Transactions.................................................  43
      Section 4.18     Line of Business...............................................................................  44
      Section 4.19     Limitation on Status as Investment Company.....................................................  44
      Section 4.20     Payments for Consent...........................................................................  44
      Section 4.21     Corporate Existence............................................................................  44
      Section 4.22     Change of Control..............................................................................  45
      Section 4.24     Maintenance of Properties and Insurance; Books and
                       Records; Compliance with Laws..................................................................  47
      Section 4.25     Payment of Affiliate Indebtedness..............................................................  48
      Section 4.26     Further Assurance to the Trustee...............................................................  48
      Section 4.27     Delivery of Certain Legal Opinions.............................................................  48

                                    ARTICLE 5

SUCCESSOR CORPORATION.................................................................................................  49

      Section 5.1      Merger, Consolidation or Sale of Assets........................................................  49
      Section 5.2      Successor Person Substituted...................................................................  49
</TABLE>


                                      -ii-
<PAGE>   104
<TABLE>
<S>                                                                                                                     <C>
                                    ARTICLE 6

DEFAULTS AND REMEDIES.................................................................................................  50

      Section 6.1      Events of Default..............................................................................  50
      Section 6.2      Acceleration...................................................................................  51
      Section 6.3      Other Remedies.................................................................................  52
      Section 6.4      Waiver of Defaults and Events of Default.......................................................  52
      Section 6.5      Control by Majority............................................................................  52
      Section 6.6      Limitation on Suits............................................................................  53
      Section 6.7      Rights of Holders to Receive Payment...........................................................  53
      Section 6.8      Collection Suit by Trustee.....................................................................  53
      Section 6.9      Trustee May File Proofs of Claim...............................................................  54
      Section 6.10     Priorities.....................................................................................  54
      Section 6.11     Undertaking for Costs..........................................................................  54
      Section 6.12     Restoration of Rights and Remedies.............................................................  55

                                    ARTICLE 7

TRUSTEE...............................................................................................................  55

      Section 7.1      Duties of Trustee..............................................................................  55
      Section 7.2      Rights of Trustee..............................................................................  56
      Section 7.3      Individual Rights of Trustee...................................................................  57
      Section 7.4      Trustee's Disclaimer...........................................................................  57
      Section 7.5      Notice of Defaults.............................................................................  57
      Section 7.6      Reports by Trustee to Holders..................................................................  58
      Section 7.7      Compensation and Indemnity.....................................................................  58
      Section 7.8      Replacement of Trustee.........................................................................  59
      Section 7.9      Successor Trustee by Consolidation, Merger or Conversion.......................................  60
      Section 7.10     Eligibility; Disqualification..................................................................  60
      Section 7.11     Preferential Collection of Claims Against Company..............................................  60
      Section 7.12     Paying Agents..................................................................................  60

                                    ARTICLE 8

AMENDMENTS, SUPPLEMENTS AND WAIVERS...................................................................................  61

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


                                     -iii-
<PAGE>   105
<TABLE>
<S>                                                                                                                     <C>
                                    ARTICLE 9

DISCHARGE OF INDENTURE; DEFEASANCE....................................................................................  64

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

                                   ARTICLE 10

GUARANTEE OF SENIOR NOTES.............................................................................................  69

      Section 10.1     Guarantee......................................................................................  69
      Section 10.2     Execution and Delivery of Guarantees...........................................................  70
      Section 10.3     Limitation of Guarantee........................................................................  70
      Section 10.4     Release of Guarantor...........................................................................  71
      Section 10.5     Additional Guarantors..........................................................................  71

                                   ARTICLE 11

MISCELLANEOUS.........................................................................................................  71

      Section 11.1     Trust Indenture Act Controls...................................................................  71
      Section 11.2     Notices........................................................................................  71
      Section 11.3     Communications by Holders with Other Holders...................................................  73
      Section 11.4     Certificate and Opinion as to Conditions Precedent.............................................  73
      Section 11.5     Statements Required in Certificate and Opinion.................................................  73
      Section 11.6     When Treasury Senior Notes Disregarded.........................................................  74
      Section 11.7     Rules by Trustee and Agents....................................................................  74
      Section 11.8     Business Days; Legal Holidays..................................................................  74
      Section 11.9         Governing Law..............................................................................  74
      Section 11.10    No Adverse Interpretation of Other Agreements..................................................  74
      Section 11.11    No Recourse Against Others.....................................................................  75
      Section 11.12        Successors.................................................................................  75
      Section 11.13    Multiple Counterparts..........................................................................  75
      Section 11.14    Table of Contents, Headings, etc...............................................................  75
      Section 11.15    Separability...................................................................................  76

SCHEDULE 1............................................................................................................  80
</TABLE>


                                      -iv-
<PAGE>   106
<TABLE>
<S>                                                                                                                     <C>
EXHIBIT A.............................................................................................................  81

EXHIBIT B.............................................................................................................  94

EXHIBIT C.............................................................................................................  95

EXHIBIT D.............................................................................................................  97
</TABLE>



                                       -v-