Indenture dated as December 30, 2005


     

     

    
      
        

      



     

    OMEGA
      HEALTHCARE INVESTORS, INC.

     

    as
      Issuer,

     

    the
      SUBSIDIARY GUARANTORS named herein,

     

    as
      Subsidiary Guarantors,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    as
      Trustee

     

    ________________________

     

    INDENTURE

     

    ________________________

     

    Dated
      as
      of December
      30, 2005

    ________________________

     

    7%
      Senior
      Notes due 2016

     

    


    



    CROSS-REFERENCE
      TABLE

     

    Trust
      Indenture Act                                     Indenture

    Section                                         Section 

     

    
      	
              310

            	
              (a)(1)

            	 	
              7.10

            


    

    
      	 	
              (a)(2)

            	 	
              7.10

            


    

    
      	 	
              (a)(3)

            	 	
              N.A.

            


    

    
      	 	
              (a)(4)

            	 	
              N.A.

            


    

    
      	 	
              (a)(5)

            	 	
              7.08;
                7.10

            


    

    
      	 	
              (b)

            	 	
              7.08;
                7.10; 12.02

            


    

    
      	 	
              (c)

            	 	
              N.A.

            


    

    
      	
              311

            	
              (a)

            	 	
              7.11

            


    

    
      	 	
              (b)

            	 	
              7.11

            


    

    
      	 	
              (c)

            	 	
              N.A.

            


    

    
      	
              312

            	
              (a)

            	 	
              2.05

            


    

    
      	 	
              (b)

            	 	
              11.03

            


    

    
      	 	
              (c)

            	 	
              11.03

            


    

    
      	
              313

            	
              (a)

            	 	
              7.06

            


    

    
      	 	
              (b)(1)

            	 	
              7.06

            


    

    
      	 	
              (b)(2)

            	 	
              7.06

            


    

    
      	 	
              (c)

            	 	
              7.06;
                11.02

            


    

    
      	 	
              (d)

            	 	
              7.06

            


    

    
      	
              314

            	
              (a)

            	 	
              4.05;
                4.15; 11.02

            


    

    
      	 	
              (b)

            	 	
              N.A.

            


    

    
      	 	
              (c)(1)

            	 	
              7.02;
                11.04; 11.05

            


    

    
      	 	
              (c)(2)

            	 	
              7.02;
                11.04; 11.05

            


    

    
      	 	
              (c)(3)

            	 	
              N.A.

            


    

    
      	 	
              (d)

            	 	
              N.A.

            


    

    
      	 	
              (e)

            	 	
              11.05

            


    

    
      	 	
              (f)

            	 	
              N.A.

            


    

    
      	
              315

            	
              (a)

            	 	
              7.01(b);
                7.02(a)

            


    

    
      	 	
              (b)

            	 	
              7.05;
                11.02

            


    

    
      	 	
              (c)

            	 	
              7.01

            


    

    
      	 	
              (d)

            	 	
              6.05;
                7.01(c)

            


    

    
      	 	
              (e)

            	 	
              6.11

            


    

    
      	
              316

            	
              (a)(last
                sentence)

            	 	
              2.09

            


    

    
      	 	
              (a)(1)(A)

            	 	
              6.05

            


    

    
      	 	
              (a)(1)(B)

            	 	
              6.04

            


    

    
      	 	
              (a)(2)

            	 	
              9.02

            


    

    
      	 	
              (b)

            	 	
              6.07

            


    

    
      	 	
              (c)

            	 	
              9.04

            


    

    
      	
              317

            	
              (a)(1)

            	 	
              6.08

            


    

    
      	 	
              (a)(2)

            	 	
              6.09

            


    

    
      	 	
              (b)

            	 	
              2.04

            


    

    
      	
              318

            	
              (a)

            	 	
              11.01

            


    

    
      	 	
              (c)

            	 	
              11.01

            


    

    N.A.
      means Not Applicable

     

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

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF
      CONTENTS

     

                                                                                                Page

    
      
        
          	 	 
	 	 
	
                  ARTICLE
                    ONE

                	 
	 	 
	
                  DEFINITIONS
                    AND INCORPORATION BY REFERENCE

                	 
	
                  SECTION
                    1.01.Definitions.

                	
                  1

                
	
                  SECTION
                    1.02.Other Definitions.

                	
                  22

                
	
                  SECTION
                    1.03.Incorporation by Reference of Trust Indenture Act.

                	
                  23

                
	
                  SECTION
                    1.04.Rules of Construction.

                	
                  23

                
	 	 
	
                  ARTICLE
                    TWO

                	 
	 	 
	
                  THE
                    NOTES

                	 
	
                  SECTION
                    2.01.Form and Dating.

                	
                  24

                
	
                  SECTION
                    2.02.Execution, Authentication and Denomination; Additional Notes;
                    Exchange Notes

                	
                  25

                
	
                  SECTION
                    2.03.Registrar and Paying Agent.

                	
                  26

                
	
                  SECTION
                    2.04.Paying Agent To Hold Assets in Trust.

                	
                  27

                
	
                  SECTION
                    2.05.Holder Lists.

                	
                  27

                
	
                  SECTION
                    2.06.Transfer and Exchange.

                	
                  27

                
	
                  SECTION
                    2.07.Replacement Notes.

                	
                  28

                
	
                  SECTION
                    2.08.Outstanding Notes.

                	
                  28

                
	
                  SECTION
                    2.09.Treasury Notes.

                	
                  29

                
	
                  SECTION
                    2.10.Temporary Notes.

                	
                  29

                
	
                  SECTION
                    2.11.Cancellation.

                	
                  29

                
	
                  SECTION
                    2.12.Defaulted Interest.

                	
                  29

                
	
                  SECTION
                    2.13.CUSIP and ISIN Numbers.

                	
                  30

                
	
                  SECTION
                    2.14.Deposit of Moneys.

                	
                  30

                
	
                  SECTION
                    2.15.Book-Entry Provisions for Global Notes.

                	
                  30

                
	
                  SECTION
                    2.16.Special Transfer and Exchange Provisions.

                	
                  31

                
	 	 
	
                  ARTICLE
                    THREE

                	 
	 	 
	
                  REDEMPTION

                	 
	
                  SECTION
                    3.01.Notices to Trustee.

                	
                  35

                
	
                  SECTION
                    3.02.Selection of Notes To Be Redeemed.

                	
                  35

                
	
                  SECTION
                    3.03.Notice of Redemption.

                	
                  35

                
	
                  SECTION
                    3.04.Effect of Notice of Redemption.

                	
                  36

                
	
                  SECTION
                    3.05.Deposit of Redemption Price.

                	
                  37

                
	
                  SECTION
                    3.06.Notes Redeemed in Part.

                	
                  37

                
	 	 
	
                  ARTICLE
                    FOUR

                	 
	 	 
	
                  COVENANTS

                	 
	
                  SECTION
                    4.01.Payment of Notes.

                	
                  37

                
	
                  SECTION
                    4.02.Maintenance of Office or Agency.

                	
                  37

                
	
                  SECTION
                    4.03.Corporate Existence.

                	
                  38

                
	
                  SECTION
                    4.04.Payment of Taxes.

                	
                  38

                
	
                  SECTION
                    4.05.Compliance Certificate; Notice of Default.

                	
                  38

                
	
                  SECTION
                    4.06.Waiver of Stay, Extension or Usury Laws.

                	
                  39

                
	
                  SECTION
                    4.07.Change of Control.

                	
                  39

                
	
                  SECTION
                    4.08.Limitations on Additional Indebtedness.

                	
                  39

                
	
                  SECTION
                    4.09.Limitations on Restricted Payments.

                	
                  42

                
	
                  SECTION
                    4.10.Maintenance of Total Unencumbered Assets.

                	
                  45

                
	
                  SECTION
                    4.11.Limitations on Asset Sales.

                	
                  45

                
	
                  SECTION
                    4.12.Limitations on Transactions with Affiliates.47

                	 
	
                  SECTION
                    4.13.Limitations on Dividend and Other Payment
                    Restrictions

                	 
	
                  Affecting
                    Restricted Subsidiaries.

                	
                  48

                
	
                  SECTION
                    4.14.Limitation on Issuances of Guarantees by Restricted

                	 
	
                  Subsidiaries.

                	
                  50

                
	
                  SECTION
                    4.15.Reports to Holders.

                	
                  50

                
	
                  SECTION
                    4.16.Suspension of Covenants

                	
                  51

                
	
                  RTICLE
                    FIVE

                	 
	 	 
	
                  SUCCESSOR
                    CORPORATION

                	 
	
                  SECTION
                    5.01.Consolidation, Merger and Sale of Assets.

                	
                  52

                
	 	 
	
                  ARTICLE
                    SIX

                	 
	 	 
	
                  DEFAULT
                    AND REMEDIES

                	 
	
                  SECTION
                    6.01.Events of Default.

                	
                  54

                
	
                  SECTION
                    6.02.Acceleration.

                	
                  55

                
	
                  SECTION
                    6.03.Other Remedies.

                	
                  56

                
	
                  SECTION
                    6.04.Waiver of Past Defaults.

                	
                  56

                
	
                  SECTION
                    6.05.Control by Majority.

                	
                  57

                
	
                  SECTION
                    6.06.Limitation on Suits.

                	
                  57

                
	
                  SECTION
                    6.07.Rights of Holders To Receive Payment.

                	
                  57

                
	
                  SECTION
                    6.08.Collection Suit by Trustee.

                	
                  58

                
	
                  SECTION
                    6.09.Trustee May File Proofs of Claim.

                	
                  58

                
	
                  SECTION
                    6.10.Priorities.

                	
                  58

                
	
                  SECTION
                    6.11.Undertaking for Costs.

                	
                  59

                
	 	 
	
                  ARTICLE
                    SEVEN

                	 
	 	 
	
                  TRUSTEE

                	 
	
                  SECTION
                    7.01.Duties of Trustee.

                	
                  59

                
	
                  SECTION
                    7.02.Rights of Trustee.

                	
                  60

                
	
                  SECTION
                    7.03.Individual Rights of Trustee.

                	
                  61

                
	
                  SECTION
                    7.04.Trustee’s Disclaimer.

                	
                  62

                
	
                  SECTION
                    7.05.Notice of Default.

                	
                  62

                
	
                  SECTION
                    7.06.Reports by Trustee to Holders.

                	
                  62

                
	
                  SECTION
                    7.07.Compensation and Indemnity.

                	
                  62

                
	
                  SECTION
                    7.08.Replacement of Trustee.

                	
                  63

                
	
                  SECTION
                    7.09.Successor Trustee by Merger, Etc.

                	
                  64

                
	
                  SECTION
                    7.10.Eligibility; Disqualification.

                	
                  64

                
	
                  SECTION
                    7.11.Preferential Collection of Claims Against the Issuer.

                	
                  65

                
	 	 
	
                  ARTICLE
                    EIGHT

                	 
	 	 
	
                  DISCHARGE
                    OF INDENTURE; DEFEASANCE

                	 
	
                  SECTION
                    8.01.Termination of the Issuer’s Obligations.

                	
                  65

                
	
                  SECTION
                    8.02.Legal Defeasance and Covenant Defeasance.

                	
                  66

                
	
                  SECTION
                    8.03.Conditions to Legal Defeasance or Covenant
                    Defeasance.

                	
                  67

                
	
                  SECTION
                    8.04.Application of Trust Money.

                	
                  68

                
	
                  SECTION
                    8.05.Repayment to the Issuer.

                	
                  69

                
	
                  SECTION
                    8.06.Reinstatement.

                	
                  69

                
	 	 
	
                  ARTICLE
                    NINE

                	 
	 	 
	
                  AMENDMENTS,
                    SUPPLEMENTS AND WAIVERS

                	 
	
                  SECTION
                    9.01.Without Consent of Holders.

                	
                  69

                
	
                  SECTION
                    9.02.With Consent of Holders.

                	
                  70

                
	
                  SECTION
                    9.03.Compliance with the Trust Indenture Act.

                	
                  71

                
	
                  SECTION
                    9.04.Revocation and Effect of Consents.

                	
                  71

                
	
                  SECTION
                    9.05.Notation on or Exchange of Notes.

                	
                  72

                
	
                  SECTION
                    9.06.Trustee To Sign Amendments, Etc.

                	
                  72

                
	 	 
	
                  ARTICLE
                    TEN

                	 
	 	 
	
                  SUBSIDIARY
                    GUARANTEE

                	 
	
                  SECTION
                    10.01.Guarantee.

                	
                  72

                
	
                  SECTION
                    10.02.Limitation on Subsidiary Guarantor Liability.

                	
                  73

                
	
                  SECTION
                    10.03.Execution and Delivery of Subsidiary Guarantee.

                	
                  74

                
	
                  SECTION
                    10.04.Release of a Subsidiary Guarantor.

                	
                  74

                
	 	 
	
                  ARTICLE
                    ELEVEN

                	 
	 	 
	
                  MISCELLANEOUS

                	 
	
                  SECTION
                    11.01.Trust Indenture Act Controls.

                	
                  75

                
	
                  SECTION
                    11.02.Notices.

                	
                  75

                
	
                  SECTION
                    11.03.Communications by Holders with Other Holders.

                	
                  76

                
	
                  SECTION
                    11.04.Certificate and Opinion as to Conditions Precedent.

                	
                  76

                
	
                  SECTION
                    11.05.Statements Required in Certificate or Opinion.

                	
                  77

                
	
                  SECTION
                    11.06.Rules by Paying Agent or Registrar.

                	
                  77

                
	
                  SECTION
                    11.07.Legal Holidays.

                	
                  77

                
	
                  SECTION
                    11.08.Governing Law.

                	
                  77

                
	
                  SECTION
                    11.09.No Adverse Interpretation of Other Agreements.

                	
                  77

                
	
                  SECTION
                    11.10.No Recourse Against Others.

                	
                  78

                
	
                  SECTION
                    11.11.Successors.

                	
                  78

                
	
                  SECTION
                    11.12.Duplicate Originals.

                	
                  78

                
	
                  SECTION
                    11.13.Severability.

                	
                  78

                
	
                  SIGNATURES

                	
                  S-1

                


        

         

        Exhibit A - Form
          of
          Note

        Exhibit B - Form
          of
          Legends

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

        Exhibit D - Form
          of
          Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation
          S

        Exhibit E - Form
          of
          Notation of Subsidiary Guarantee

      

    

     

    
      	
              Note:

            	
              This
                Table of Contents shall not, for any purpose, be deemed to be part
                of this
                Indenture.

            


    

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    INDENTURE
      dated as of December 30, 2005 among Omega Healthcare Investors, Inc., a Maryland
      corporation (the “Issuer”),
      and
      each of the Subsidiary Guarantors named herein, as Subsidiary Guarantors, and
      U.S. Bank National Association, a national banking association organized and
      existing under the laws of the United States of America, as Trustee (the
“Trustee”).

     

    The
      Issuer has duly authorized the creation of an issue of 7% Senior Notes due
      2016
      and, to provide therefor, the Issuer and the Subsidiary Guarantors have duly
      authorized the execution and delivery of this Indenture. All things necessary
      to
      make the Notes, when duly issued and executed by the Issuer and authenticated
      and delivered hereunder, the valid and binding obligations of the Issuer and
      to
      make this Indenture a valid and binding agreement of the Issuer and the
      Subsidiary Guarantors have been done.

     

    THIS
      INDENTURE WITNESSETH

     

    For
      and
      in consideration of the premises and the purchase of the Notes by the Holders
      thereof, the parties hereto covenant and agree, for the equal and proportionate
      benefit of all Holders, as follows: 

     

    ARTICLE
      ONE  

     

    


     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    
      	SECTION
              1.01.  	
              Definitions.

            


    

     

    Set
      forth
      below are certain defined terms used in this Indenture.

     

    “Acquired
      Indebtedness”
      means
      Indebtedness of a Person existing at the time such Person becomes a Restricted
      Subsidiary or that is assumed in connection with an Asset Acquisition from
      such
      Person by a Restricted Subsidiary and not incurred by such Person in connection
      with, or in anticipation of, such Person becoming a Restricted Subsidiary or
      such Asset Acquisition; provided,
      however,
      that
      Indebtedness of such Person that is redeemed, defeased, retired or otherwise
      repaid at the time of or immediately upon consummation of the transactions
      by
      which such Person becomes a Restricted Subsidiary or such Asset Acquisition
      shall not be Acquired Indebtedness.

     

    “Additional
      Interest”
      has the
      meaning set forth in the Registration Rights Agreement.

     

    “Adjusted
      Consolidated Net Income”
      means,
      for any period, the aggregate net income (or loss) (before giving effect to
      cash
      dividends on preferred stock of the Issuer or charges resulting from the
      redemption of preferred stock of the Issuer) of the Issuer and its Restricted
      Subsidiaries for such period determined on a consolidated basis in conformity
      with GAAP; provided,
      however,
      that the
      following items shall be excluded in computing Adjusted Consolidated Net Income,
      without duplication:

     

    (1) the
      net
      income of any Person, other than the Issuer or a Restricted Subsidiary, except
      to the extent of the amount of dividends or other distributions actually paid
      to
      the Issuer or any of its Restricted Subsidiaries by such Person during such
      period;

     

    (2) the
      net
      income of any Restricted Subsidiary to the extent that the declaration or
      payment of dividends or similar distributions by such Restricted Subsidiary
      of
      such net income is not at the time permitted by the operation of the terms
      of
      its charter or any agreement, instrument, judgment, decree, order, statute,
      rule or governmental regulation applicable to such Restricted
      Subsidiary;

     

    (3) any
      after-tax gains or losses attributable to Asset Sales; and

     

    (4) all
      extraordinary gains and extraordinary losses.

     

    “Adjusted
      Consolidated Net Tangible Assets”
      means
      the total amount of assets of the Issuer and its Restricted Subsidiaries (less
      applicable depreciation, amortization and other valuation reserves), except
      to
      the extent resulting from write-ups of capital assets (excluding write-ups
      in
      connection with accounting for acquisitions in conformity with GAAP), after
      deducting from the total amount of assets:

     

    (1) all
      liabilities of the Issuer and its Restricted Subsidiaries that are classified
      as
      current liabilities in accordance with GAAP, excluding intercompany items;
      and

     

    (2) all
      goodwill, trade names, trademarks, patents, unamortized debt discount and
      expense and other like intangibles, 

     

    all
      as
      set forth on the most recent quarterly or annual consolidated balance sheet
      of
      the Issuer and its Restricted Subsidiaries, prepared in conformity with GAAP
      and
      filed with the SEC or provided to the Trustee pursuant to
      Section 4.15.

     

    “Adjusted
      Total Assets”
      means,
      for any Person, the sum of:

     

    (1) Total
      Assets for such Person as of the end of the fiscal quarter preceding the
      Transaction Date as set forth on the most recent quarterly or annual
      consolidated balance sheet of the Issuer and its Restricted Subsidiaries,
      prepared in conformity with GAAP and filed with the SEC or provided to the
      Trustee pursuant to Section 4.15; and

     

    (2) any
      increase in Total Assets following the end of such quarter including, without
      limitation, any increase in Total Assets resulting from the application of
      the
      proceeds of any additional Indebtedness.

     

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

     

    “Agent”
      means
      any Registrar or Paying Agent.

     

    “amend”
      means
      to amend, supplement, restate, amend and restate or otherwise modify, including
      successively; and “amendment”
      shall
      have a correlative meaning.

     

    “Asset
      Acquisition”
      means:

     

    (1) an
      investment by the Issuer or any of its Restricted Subsidiaries in any other
      Person pursuant to which such Person shall become a Restricted Subsidiary or
      shall be merged into or consolidated with the Issuer or any of its Restricted
      Subsidiaries; provided,
      however,
      that
      such Person’s primary business is related, ancillary, incidental or
      complementary to the businesses of the Issuer or any of its Restricted
      Subsidiaries on the date of such investment; or

     

    (2) an
      acquisition by the Issuer or any of its Restricted Subsidiaries from any other
      Person of assets that constitute substantially all of a division or line of
      business, or one or more healthcare properties, of such Person; provided,
      however,
      that the
      assets and properties acquired are related, ancillary, incidental or
      complementary to the businesses of the Issuer or any of its Restricted
      Subsidiaries on the date of such acquisition.

     

    “Asset
      Disposition”
      means
      the sale or other disposition by the Issuer or any of its Restricted
      Subsidiaries, other than to the Issuer or another Restricted Subsidiary,
      of:

     

    (1) all
      or
      substantially all of the Capital Stock of any Restricted Subsidiary;
      or

     

    (2) all
      or
      substantially all of the assets that constitute a division or line of business,
      or one or more healthcare properties, of the Issuer or any of its Restricted
      Subsidiaries.

     

    “Asset
      Sale”
      means
      any sale, transfer or other disposition, including by way of merger,
      consolidation or sale-leaseback transaction, in one transaction or a series
      of
      related transactions by the Issuer or any of its Subsidiaries to any Person
      other than the Issuer or any of its Restricted Subsidiaries of:

     

    (1) all
      or
      any of the Capital Stock of any Restricted Subsidiary;

     

    (2) all
      or
      substantially all of the property and assets of an operating unit or business
      of
      the Issuer or any of its Restricted Subsidiaries; or

     

    (3) any
      other
      property and assets of the Issuer or any of its Restricted Subsidiaries outside
      the ordinary course of business of the Issuer or such Restricted Subsidiary
      and,
      in each case, that is not governed by the provisions of
      Section 5.01;

     

    provided,
      however,
      that
“Asset Sale” shall not include:

     

    (1) sales
      or
      other dispositions of inventory, receivables and other current
      assets;

     

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

     

    (3) any
      Restricted Payment permitted by Section 4.09 or that constitutes a
      Permitted Investment;

     

    (4) sales,
      transfers or other dispositions of assets with a fair market value not in excess
      of $5 million in any transaction or series of related
      transactions;

     

    (5) sales
      or
      other dispositions of assets for consideration at least equal to the fair market
      value of the assets sold or disposed of, to the extent that the consideration
      received would satisfy Section 4.11(b)(1)(ii);

     

    (6) sales
      or
      other dispositions of Temporary Cash Investments;

     

    (7) the
      creation or realization of any Lien permitted under this Indenture;

     

    (8) transfers
      of damaged, worn-out or obsolete equipment or assets that, in the Issuer’s
      reasonable judgment, are no longer used or useful in the business of the Issuer
      or its Restricted Subsidiaries; or

     

    (9) sales
      or
      other dispositions of any of the Closed Facilities as in existence on the
      Closing Date.

     

    “Average
      Life”
      means
      at any date of determination with respect to any debt security, the quotient
      obtained by dividing:

     

    (1) the
      sum
      of the products of:

     

    
      	 	
              (x)

            	
              the
                number of years from such date of determination to the dates of each
                successive scheduled principal payment of such debt security,
                and

            


    

     

    (y) the
      amount of such principal payment; by

     

    (2) the
      sum
      of all such principal payments.

     

    “Bankruptcy
      Law”
      means
      Title 11 of the United States Code, as amended, or any insolvency or other
      similar federal or state law for the relief of debtors.

     

    “Board
      of Directors”
      means,
      as to any Person, the board of directors (or similar governing body) of such
      Person or any duly authorized committee thereof.

     

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

     

    “Business
      Day”
      means a
      day other than a Saturday, Sunday or other day on which banking institutions
      in
      New York or Maryland are authorized or required by law to close.

     

    “Capital
      Stock”
      means,
      with respect to any Person, any and all shares, interests, participations or
      other equivalents (however designated, whether voting or non-voting), including
      partnership interests, whether general or limited, in the equity of such Person,
      whether outstanding on the Closing Date or issued thereafter, including all
      Common Stock and Preferred Stock.

     

    “Capitalized
      Lease”
      means,
      as applied to any Person, any lease of any property, whether real, personal
      or
      mixed, of which the discounted present value of the rental obligations of such
      Person as lessee, in conformity with GAAP, is required to be capitalized on
      the
      balance sheet of such Person.

     

    “Capitalized
      Lease Obligations”
      means
      the discounted present value of the rental obligations under a Capitalized
      Lease
      as reflected on the balance sheet of such Person determined in conformity with
      GAAP.

     

    “Change
      of Control”
      means
      the occurrence of one or more of the following events:

     

    (1) any
      sale,
      lease, exchange or other transfer (in one transaction or a series of related
      transactions) of all or substantially all of the assets of the Issuer to any
      “person” or “group” (as such terms are defined in Sections 13(d) and
      14(d)(2) of the Exchange Act), together with any Affiliates thereof (whether
      or
      not otherwise in compliance with the provisions of this Indenture);

     

    (2) a
      “person” or “group” (as such terms are defined in Sections 13(d) and
      14(d)(2) of the Exchange Act), becomes the ultimate “beneficial owner” (as
      defined in Rule 13d-3 under the Exchange Act) of more than 50% of the
      total
      voting power of the Voting Stock of the Issuer on a fully diluted
      basis;

     

    (3) the
      approval by the holders of Capital Stock of the Issuer of any plan or proposal
      for the liquidation or dissolution of the Issuer (whether or not otherwise
      in
      compliance with the provisions of this Indenture); or

     

    (4) individuals
      who on the Closing Date constitute the Board of Directors (together with any
      new
      or replacement directors whose election by the Board of Directors or whose
      nomination by the Board of Directors for election by the Issuer’s shareholders
      was approved by a vote of at least a majority of the members of the Board of
      Directors then still in office who either were members of the Board of Directors
      on the Closing Date or whose election or nomination for election was so
      approved) cease for any reason to constitute a majority of the members of the
      Board of Directors then in office.

     

    “Closing
      Date”
      means
      December 30, 2005.

     

    “Closed
      Facilities”
      means
      each of:

     

    (1) Eldorado
      Care Center, SNF, 918 Third Street, Saline, IL 62930; and

     

    (2) Magnolia
      Manor, SNF, 2101 Metropolis Street, Massac, IL 62960.

     

    “Code”
      means
      the Internal Revenue Code of 1986, as amended.

     

    “Common
      Stock”
      means,
      with respect to any Person, any and all shares, interests, participations or
      other equivalents (however designated, whether voting or non-voting) that have
      no preference on liquidation or with respect to distributions over any other
      class of Capital Stock, including partnership interests, whether general or
      limited, of such Person’s equity, whether outstanding on the Closing Date or
      issued thereafter, including all series and classes of common
      stock.

     

    “Consolidated
      EBITDA”
      means,
      for any period, Adjusted Consolidated Net Income for such period plus, to the
      extent such amount was deducted in calculating such Adjusted Consolidated Net
      Income (without duplication):

     

    (1) Consolidated
      Interest Expense (plus the premium, fees and expenses, and the amortization
      thereof, payable in connection with the isssuance and sale of the 7% Senior
      Notes due 2014 on March 22, 2004);

     

    (2) income
      taxes (other than income taxes (either positive or negative) attributable to
      extraordinary and non-recurring gains or losses or sales of
      assets);

     

    (3) depreciation
      expense;

     

    (4) amortization
      expense;

     

    (5) non-cash
      charges resulting from the write-down of the value of accounts receivable and/or
      notes receivable in an aggregate amount from March 22, 2004 not in excess of
      $5 million; and

     

    (6) all
      other
      non-cash items reducing Adjusted Consolidated Net Income (other than items
      that
      will require cash payments and for which an accrual or reserve is, or is
      required by GAAP to be, made);

     

    less
      all
      non-cash items increasing Adjusted Consolidated Net Income, all as determined
      on
      a consolidated basis for the Issuer and its Restricted Subsidiaries in
      conformity with GAAP; provided,
      however,
      that, if
      any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary,
      Consolidated EBITDA shall be reduced (to the extent not already reduced in
      Adjusted Consolidated Net Income or otherwise reduced in accordance with GAAP)
      by an amount equal to:

     

    
      	 	
              (x)

            	
              the
                amount of the Adjusted Consolidated Net Income attributable to such
                Restricted Subsidiary multiplied
                by

            


    

     

    
      	 	
              (y)

            	
              the
                percentage ownership interest in the income of such Restricted Subsidiary
                not owned on the last day of such period by the Issuer or any of
                its
                Restricted Subsidiaries.

            


    

     

    “Consolidated
      Interest Expense”
      means,
      for any period, the aggregate amount of interest expense in respect of
      Indebtedness of the Issuer and the Restricted Subsidiaries during such period,
      all as determined on a consolidated basis in conformity with GAAP including
      (without duplication):

     

    (1) amortization
      of debt issuance costs, debt discount or premium and other financing fees and
      expenses;

     

    (2) the
      interest portion of any deferred payment obligations;

     

    (3) all
      commissions, discounts and other fees and expenses owed with respect to letters
      of credit and bankers’ acceptance financing;

     

    (4) the
      net
      costs associated with Interest Rate Agreements and Indebtedness that is
      Guaranteed or secured by assets of the Issuer or any of its Restricted
      Subsidiaries; and

     

    (5) all
      but
      the principal component of rentals in respect of Capitalized Lease Obligations
      paid, accrued or scheduled to be paid or to be accrued by the Issuer and its
      Restricted Subsidiaries;

     

    excluding,
      to the
      extent included in interest expense above, (x) the amount of such interest
      expense of any Restricted Subsidiary if the net income of such Restricted
      Subsidiary is excluded in the calculation of Adjusted Consolidated Net Income
      pursuant to clause (2) of the definition thereof (but only in the same
      proportion as the net income of such Restricted Subsidiary is excluded from
      the
      calculation of Adjusted Consolidated Net Income pursuant to clause (2)
      of
      the definition thereof), and (y) any premium, fees and expenses, and
      the
      amortization thereof, payable in connection with the issuance and sale of the
      7%
      Senior Notes due 2014 on March 22, 2004, all as determined on a consolidated
      basis (without taking into account Unrestricted Subsidiaries) in conformity
      with
      GAAP.

     

    “Corporate
      Trust Office”
      means
      the corporate trust office of the Trustee located at 1360 Peachtree Street,
      N.E., Suite 1105, EX-GA-ATPT, Atlanta, Georgia 30309, Attention: Corporate
      Trust
      Department, or such other office, designated by the Trustee by written notice
      to
      the Issuer, at which at any particular time its corporate trust business shall
      be administered.

     

    “Currency
      Agreement”
      means
      any foreign exchange contract, currency swap agreement or other similar
      agreement or arrangement.

     

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

     

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

     

    “Depository”
      means
      The Depository Trust Company, New York, New York, or a successor thereto
      registered under the Exchange Act or other applicable statute or
      regulation.

     

    “Disqualified
      Stock”
      means
      any class or series of Capital Stock of any Person that by its terms or
      otherwise is:

     

    (1) required
      to be redeemed prior to the Stated Maturity of the Notes,

     

    (2) redeemable
      at the option of the holder of such class or series of Capital Stock, at any
      time prior to the Stated Maturity of the Notes, or

     

    (3) convertible
      into or exchangeable for Capital Stock referred to in clause (1) or
      (2) above or Indebtedness having a scheduled maturity prior to the Stated
      Maturity of the Notes;

     

    provided,
      however,
      that any
      Capital Stock that would not constitute Disqualified Stock but for provisions
      thereof giving holders thereof the right to require such Person to repurchase
      or
      redeem such Capital Stock upon the occurrence of an “asset sale” or “change of
      control” occurring prior to the Stated Maturity of the Notes shall not
      constitute Disqualified Stock if the “asset sale” or “change of control”
      provisions applicable to such Capital Stock are no more favorable to the holders
      of such Capital Stock than the provisions contained in Sections 4.07
      and
      4.11 and such Capital Stock specifically provides that such Person will not
      repurchase or redeem any such stock pursuant to such provisions prior to the
      Issuer’s repurchase of the Notes as are required to be repurchased pursuant to
      Sections 4.07 and 4.11.

     

    “Equity
      Offering”
      means a
      public or private offering of Capital Stock (other than Disqualified Stock)
      of
      the Issuer.

     

    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended, or any successor statute or
      statutes thereto.

     

    “Exchange
      Notes”
      has the
      meaning set forth in the Registration Rights Agreement.

     

    “Exchange
      Offer”
      means
      the offer that may be made by the Issuer pursuant to the Registration Rights
      Agreement to exchange Notes bearing the Private Placement Legend for the
      Exchange Notes.

     

    “fair
      market value”
      means
      the price that would be paid in an arm’s-length transaction between an informed
      and willing seller under no compulsion to sell and an informed and willing
      buyer
      under no compulsion to buy, as determined in good faith by the Board of
      Directors of the Issuer, whose determination shall be conclusive if evidenced
      by
      a Board Resolution.

     

    “Funds
      From Operations”
      for any
      period means the consolidated net income of the Issuer and its Restricted
      Subsidiaries for such period determined in conformity with GAAP after
      adjustments for unconsolidated partnerships and joint ventures, plus
      depreciation of real property (including furniture and equipment) and other
      real
      estate assets and excluding (to the extent such amount was deducted in
      calculating such consolidated net income):

     

    (1) gains
      or
      losses from (a) restructuring of Indebtedness or (b) sales of
      properties;

     

    (2) non-cash
      asset impairment charges;

     

    (3) cash
      litigation charges incurred in an amount not to exceed
      $5 million;

     

    (4) non-cash
      charges associated with the write-down of the value of accounts and/or notes
      receivable in an amount not to exceed $5 million;

     

    (5) non-cash
      charges related to redemptions of Preferred Stock of the Issuer;

     

    (6) satisfaction
      of outstanding unamortized loan fees with respect to the GECC Facility or the
      restructuring or refinancing of any Line of Credit;

     

    (7) any
      non-cash charges associated with the sale or settlement of any Interest Rate
      Agreement in existence with respect to the GECC Facility; and

     

    (8) any
      other
      non-cash charges associated with the sale or settlement of any Interest Rate
      Agreement or other hedging or derivative instruments.

     

    “GAAP”
      means
      generally accepted accounting principles in the United States of America as
      in
      effect as of the March 22, 2004, including those set forth in the opinions
      and
      pronouncements of the Accounting Principles Board of the American Institute
      of
      Certified Public Accountants and statements and pronouncements of the Financial
      Accounting Standards Board or in such other statements by such other entity
      as
      approved by a significant segment of the accounting profession. Except as
      otherwise specifically provided in this Indenture, all ratios and computations
      contained or referred to in this Indenture shall be computed in conformity
      with
      GAAP applied on a consistent basis.

     

    “GECC
      Facility”
      means
      (i) the Loan Agreement dated as of June 23, 2003 among General
      Electric Capital Corporation and certain subsidiaries of the Issuer party
      thereto and (ii) the Guaranty Agreement dated as of June 23,
      2003
      between the Issuer and General Electric Capital Corporation, in each case as
      such agreement may be amended (including any amendment and restatement thereof),
      supplemented or otherwise modified from time to time.

     

    “Guarantee”
      means
      any obligation, contingent or otherwise, of any Person directly or indirectly
      guaranteeing any Indebtedness of any other Person and, without limiting the
      generality of the foregoing, any obligation, direct or indirect, contingent
      or
      otherwise, of such Person:

     

    (1) to
      purchase or pay (or advance or supply funds for the purchase or payment of)
      such
      Indebtedness of such other Person (whether arising by virtue of partnership
      arrangements, or by agreements to keep-well, to purchase assets, goods,
      securities or services (unless such purchase arrangements are on arm’s-length
      terms and are entered into in the ordinary course of business), to take-or-pay,
      or to maintain financial statement conditions or otherwise); or

     

    (2) entered
      into for purposes of assuring in any other manner the obligee of such
      Indebtedness of the payment thereof or to protect such obligee against loss
      in
      respect thereof (in whole or in part);

     

    provided,
      however,
      that the
      term “Guarantee” shall not include endorsements for collection or deposit in the
      ordinary course of business. The term “Guarantee” used as a verb has a
      corresponding meaning.

     

    “Holder”
      means
      any registered holder, from time to time, of the Notes.

     

    “Incur”
      means,
      with respect to any Indebtedness, to incur, create, issue, assume, Guarantee
      or
      otherwise become liable for or with respect to, or become responsible for,
      the
      payment of, contingently or otherwise, such Indebtedness, including an
“Incurrence” of Acquired Indebtedness; provided,
      however,
      that
      neither the accrual of interest nor the accretion of original issue discount
      shall be considered an Incurrence of Indebtedness.

     

    “Indebtedness”
      means,
      with respect to any Person at any date of determination (without
      duplication):

     

    (1) all
      indebtedness of such Person for borrowed money;

     

    (2) all
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments;

     

    (3) the
      face
      amount of letters of credit or other similar instruments (excluding obligations
      with respect to letters of credit (including trade letters of credit) securing
      obligations (other than obligations described in (1) or (2) above
      or
      (5), (6) or (7) below) entered into in the ordinary course of
      business
      of such Person to the extent such letters of credit are not drawn upon or,
      if
      drawn upon, to the extent such drawing is reimbursed no later than the third
      Business Day following receipt by such Person of a demand for
      reimbursement);

     

    (4) all
      unconditional obligations of such Person to pay the deferred and unpaid purchase
      price of property or services, which purchase price is due more than six months
      after the date of placing such property in service or taking delivery and title
      thereto or the completion of such services, except Trade Payables;

     

    (5) all
      Capitalized Lease Obligations;

     

    (6) all
      Indebtedness of other Persons secured by a Lien on any asset of such Person,
      whether or not such Indebtedness is assumed by such Person; provided,
      however,
      that the
      amount of such Indebtedness shall be the lesser of (A) the fair market
      value of such asset at that date of determination and (B) the amount
      of
      such Indebtedness;

     

    (7) all
      Indebtedness of other Persons Guaranteed by such Person to the extent such
      Indebtedness is Guaranteed by such Person; and

     

    (8) to
      the
      extent not otherwise included in this definition or the definition of
      Consolidated Interest Expense, obligations under Currency Agreements and
      Interest Rate Agreements.

     

    The
      amount of Indebtedness of any Person at any date shall be the outstanding
      balance at such date of all unconditional obligations of the type described
      above and, with respect to obligations under any Guarantee, the maximum
      liability upon the occurrence of the contingency giving rise to the obligation;
      provided,
      however,
      that:

     

    (1) the
      amount outstanding at any time of any Indebtedness issued with original issue
      discount shall be deemed to be the face amount with respect to such Indebtedness
      less the remaining unamortized portion of the original issue discount of such
      Indebtedness at the date of determination in conformity with GAAP,
      and

     

    (2) Indebtedness
      shall not include any liability for federal, state, local or other
      taxes.

     

    “Indenture”
      means
      this Indenture, as amended or supplemented from time to time in accordance
      with
      the terms hereof.

     

    “Initial
      Purchasers”
      means
      Deutsche Bank Securities Inc., UBS Securities LLC and Banc of America Securities
      LLC. 

     

    “Institutional
      Accredited Investor”
      or
“IAI”
      means
      an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
      (7) under the Securities Act.

     

    “interest”
      means,
      with respect to the Notes, interest and Additional Interest, if any, on the
      Notes.

     

    “Interest
      Coverage Ratio”
      means,
      on any Transaction Date, the ratio of:

     

    
      	 	
              (x)

            	
              the
                aggregate amount of Consolidated EBITDA for the then most recent
                four
                fiscal quarters prior to such Transaction Date for which reports
                have been
                filed with the SEC or provided to the Trustee pursuant to
                Section 4.15 (“Four
                Quarter Period”)
                to

            


    

     

    
      	 	
              (y)

            	
              the
                aggregate Consolidated Interest Expense during such Four Quarter
                Period.

            


    

     

    In
      making
      the foregoing calculation,

     

    (1) pro forma
      effect
      shall be given to any Indebtedness Incurred or repaid (other than in connection
      with an Asset Acquisition or Asset Disposition) during the period (“Reference
      Period”)
      commencing on the first day of the Four Quarter Period and ending on the
      Transaction Date (other than Indebtedness Incurred or repaid under a revolving
      credit or similar arrangement), in each case as if such Indebtedness had been
      Incurred or repaid on the first day of such Reference Period;

     

    (2) Consolidated
      Interest Expense attributable to interest on any Indebtedness (whether existing
      or being Incurred) computed on a pro forma
      basis
      and bearing a floating interest rate shall be computed as if the rate in effect
      on the Transaction Date (taking into account any Interest Rate Agreement
      applicable to such Indebtedness if such Interest Rate Agreement has a remaining
      term in excess of 12 months or, if shorter, at least equal to the remaining
      term of such Indebtedness) had been the applicable rate for the entire
      period;

     

    (3) pro forma
      effect
      shall be given to Asset Dispositions and Asset Acquisitions and Permitted
      Mortgage Investments (including giving pro forma
      effect
      to the application of proceeds of any Asset Disposition and any Indebtedness
      Incurred or repaid in connection with any such Asset Acquisitions or Asset
      Dispositions or Permitted Mortgage Investments) that occur during such Reference
      Period but subsequent to the end of the related Four Quarter Period as if they
      had occurred and such proceeds had been applied on the first day of such
      Reference Period; and

     

    (4) pro forma
      effect
      shall be given to asset dispositions and asset acquisitions (including giving
      pro forma
      effect
      to (i) the application of proceeds of any asset disposition and any
      Indebtedness Incurred or repaid in connection with any such asset acquisitions
      or asset dispositions and (ii) expense and cost reductions calculated
      on a
      basis consistent with Regulation S-X under the Exchange Act) that have
      been
      made by any Person that has become a Restricted Subsidiary or has been merged
      with or into the Issuer or any of its Restricted Subsidiaries during such
      Reference Period but subsequent to the end of the related Four Quarter Period
      and that would have constituted asset dispositions or asset acquisitions during
      such Reference Period but subsequent to the end of the related Four Quarter
      Period had such transactions occurred when such Person was a Restricted
      Subsidiary as if such asset dispositions or asset acquisitions were Asset
      Dispositions or Asset Acquisitions and had occurred on the first day of such
      Reference Period;

     

    provided,
      however,
      that to
      the extent that clause (3) or (4) of this paragraph requires
      that
pro forma
      effect
      be given to an Asset Acquisition or Asset Disposition or asset acquisition
      or
      asset disposition, as the case may be, such pro forma
      calculation shall be based upon the four full fiscal quarters immediately
      preceding the Transaction Date of the Person, or division or line of business,
      or one or more healthcare properties, of the Person that is acquired or disposed
      of to the extent that such financial information is available.

     

    “Interest
      Payment Date”
      means
      the Stated Maturity of an installment of interest on the Notes.

     

    “Interest
      Rate Agreement”
      means
      any interest rate protection agreement, interest rate future agreement, interest
      rate option agreement, interest rate swap agreement, interest rate cap
      agreement, interest rate collar agreement, interest rate hedge agreement, option
      or future contract or other similar agreement or arrangement with respect to
      interest rates.

     

    “Investment”
      in any
      Person means any direct or indirect advance, loan or other extension of credit
      (including by way of Guarantee or similar arrangement, but excluding advances
      to
      customers in the ordinary course of business that are, in conformity with GAAP,
      recorded as accounts receivable on the consolidated balance sheet of the Issuer
      and its Restricted Subsidiaries) or capital contribution to (by means of any
      transfer of cash or other property (tangible or intangible) to others or any
      payment for property or services solely for the account or use of others, or
      otherwise), or any purchase or acquisition of Capital Stock, bonds, notes,
      debentures or other similar instruments issued by, such Person and shall
      include:

     

    (1) the
      designation of a Restricted Subsidiary as an Unrestricted Subsidiary;
      and

     

    (2) the
      fair
      market value of the Capital Stock (or any other Investment), held by the Issuer
      or any of its Restricted Subsidiaries of (or in) any Person that has ceased
      to
      be a Restricted Subsidiary;

     

    provided,
      however,
      that the
      fair market value of the Investment remaining in any Person that has ceased
      to
      be a Restricted Subsidiary shall be deemed not to exceed the aggregate amount
      of
      Investments previously made in such Person valued at the time such Investments
      were made, less the net reduction of such Investments. For purposes of the
      definition of “Unrestricted Subsidiary” and Section 4.09:

     

    (i)  “Investment”
      shall include the fair market value of the assets (net of liabilities (other
      than liabilities to the Issuer or any of its Restricted Subsidiaries)) of any
      Restricted Subsidiary at the time such Restricted Subsidiary is designated
      an
      Unrestricted Subsidiary;

     

    (ii)  the
      fair
      market value of the assets (net of liabilities (other than liabilities to the
      Issuer or any of its Restricted Subsidiaries)) of any Unrestricted Subsidiary
      at
      the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary
      shall be considered a reduction in outstanding Investments; 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.

     

    “Investment
      Grade Status”
      means,
      with respect to the Issuer, when the Notes have both (1) a rating of
“Baa3”
      or higher from Moody’s and (2) a rating of “BBB-” or higher from S&P
      (or, if either such agency ceases to rate the Notes for reasons outside the
      control of the Issuer, the equivalent investment grade credit rating from any
      other “nationally recognized statistical rating organization” within the meaning
      of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Issuer
      as a replacement agency), in each case published by the applicable agency with
      no negative outlook. 

     

    “Lien”
      means
      any mortgage, pledge, security interest, encumbrance, lien or charge of any
      kind
      (including any conditional sale or other title retention agreement or lease
      in
      the nature thereof or any agreement to give any security interest).

     

    “Line
      of Credit”
      means
      the Credit Agreement dated as of March 22, 2004, by and among the Issuer, the
      lenders party thereto in their capacities as lenders thereunder and Bank of
      America, N.A., as administrative agent, together with the related documents
      thereto (including any guarantee agreements and security documents), in each
      case as such agreements may be amended (including any amendment and restatement
      thereof), supplemented or otherwise modified from time to time, including one
      or
      more credit agreements, loan agreements, indentures or similar agreements
      extending the maturity of, refinancing, replacing or otherwise restructuring
      (including increasing the amount of available borrowings thereunder or adding
      Restricted Subsidiaries of the Issuer as additional borrowers or guarantors
      thereunder) all or any portion of the Indebtedness under such agreement or
      agreements or any successor or replacement agreement or agreements and whether
      by the same or any other agent, lender or group of lenders.

     

    “Moody’s”
      means
      Moody’s Investors Service, Inc. and its successors.

     

    “Net
      Cash Proceeds”
      means:

     

    (1) with
      respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash
      or Temporary Cash Investments, including payments in respect of deferred payment
      obligations (to the extent corresponding to the principal, but not interest,
      component thereof) when received in the form of cash or Temporary Cash
      Investments (except to the extent such obligations are financed or sold with
      recourse to the Issuer or any of its Restricted Subsidiaries) and proceeds
      from
      the conversion of other property received when converted to cash or cash
      equivalents, net of:

     

    
      	(i)  	
              brokerage
                commissions and other fees and expenses (including fees and expenses
                of
                counsel and investment bankers) related to such Asset
                Sale,

            


    

     

    (ii)  provisions
      for all taxes actually paid or payable as a result of such Asset Sale by the
      Issuer and its Restricted Subsidiaries, taken as a whole,

     

    
      	(iii)  	
              payments
                made to repay Indebtedness or any other obligation outstanding at
                the time
                of such Asset Sale that either (A) is secured by a Lien on
                the
                property or assets sold or (B) is required to be paid as a
                result of
                such sale, and

            


    

     

    
      	(iv)  	
              amounts
                reserved by the Issuer and its Restricted Subsidiaries against any
                liabilities associated with such Asset Sale, including pension and
                other
                post-employment benefit liabilities, liabilities related to environmental
                matters and liabilities under any indemnification obligations associated
                with such Asset Sale, all as determined on a consolidated basis in
                conformity with GAAP; and

            


    

     

    (2) with
      respect to any issuance or sale of Capital Stock, the proceeds of such issuance
      or sale in the form of cash or Temporary Cash Investments, including payments
      in
      respect of deferred payment obligations (to the extent corresponding to the
      principal, but not interest, component thereof) when received in the form of
      cash or Temporary Cash Investments (except to the extent such obligations are
      financed or sold with recourse to the Issuer or any of its Restricted
      Subsidiaries) and proceeds from the conversion of other property received when
      converted to cash or Temporary Cash Investments, net of attorney’s fees,
      accountants’ fees, underwriters’ or placement agents’ fees, discounts or
      commissions and brokerage, consultant and other fees incurred in connection
      with
      such issuance or sale and net of tax paid or payable as a result
      thereof.

     

    “Non-U.S.
      Person”
      has the
      meaning assigned to such term in Regulation S.

     

    “Notes”
      means,
      collectively, the Issuer’s 7% Senior Notes due 2016 issued in accordance with
      Section 2.02 (whether issued on the Closing Date, issued as Additional
      Notes, issued as Exchange Notes or Private Exchange Notes, or otherwise issued
      after the Closing Date) treated as a single class of securities under this
      Indenture, as amended or supplemented from time to time in accordance with
      the
      terms of this Indenture.

     

    “Offer
      to Purchase”
      means
      an offer to purchase Notes by the Issuer from the Holders commenced by mailing
      a
      notice to the Trustee and each Holder stating:

     

    (1) the
      covenant pursuant to which the offer is being made and that all Notes validly
      tendered will be accepted for payment on a pro rata
      basis;

     

    (2) the
      purchase price and the date of purchase (which shall be a Business Day no
      earlier than 30 days nor later than 60 days from the date such
      notice
      is mailed) (the “Payment
      Date”);

     

    (3) that
      any
      Note not tendered will continue to accrue interest pursuant to its
      terms;

     

    (4) that,
      unless the Issuer defaults in the payment of the purchase price, any Note
      accepted for payment pursuant to the Offer to Purchase shall cease to accrue
      interest on and after the Payment Date;

     

    (5) that
      Holders electing to have a Note purchased pursuant to the Offer to Purchase
      will
      be required to surrender the Note, together with the form entitled “Option of
      the Holder to Elect Purchase” on the reverse side of the Note completed, to the
      Paying Agent at the address specified in the notice prior to the close of
      business on the Business Day immediately preceding the Payment
      Date;

     

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

     

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

     

    On
      the
      Payment Date, the Issuer shall

     

    
      	(i)  	
              accept
                for payment on a pro rata
                basis Notes or portions thereof tendered pursuant to an Offer to
                Purchase;
                and

            


    

     

    (ii)  deposit
      with the Paying Agent money sufficient to pay the purchase price of all Notes
      or
      portions thereof so accepted; and

     

    (iii)  shall
      promptly thereafter deliver, or cause to be delivered, to the Trustee all Notes
      or portions thereof so accepted together with an Officers’ Certificate
      specifying the Notes or portions thereof accepted for payment by the
      Issuer.

     

    The
      Paying Agent shall promptly mail to the Holders of Notes so accepted payment
      in
      an amount equal to the purchase price, and the Trustee shall promptly
      authenticate and mail to such Holders a new Note equal in principal amount
      to
      any unpurchased portion of any Note surrendered; provided,
      however,
      that
      each Note purchased and each new Note issued shall be in a principal amount
      of
      $1,000 or integral multiples thereof. The Issuer will publicly announce the
      results of an Offer to Purchase as soon as practicable after the Payment Date.
      The Issuer will comply with Rule 14e-1 under the Exchange Act and any
      other
      securities laws and regulations thereunder to the extent such laws and
      regulations are applicable, in the event that the Issuer is required to
      repurchase Notes pursuant to an Offer to Purchase.

     

    “Officer”
      means
      any of the following of the Issuer or a Subsidiary Guarantor, as applicable:
      the
      Chairman of the Board of Directors, the Chief Executive Officer, the Chief
      Financial Officer, the President, any Vice President, the Treasurer or the
      Secretary.

     

    “Officers’
      Certificate”
      means a
      certificate signed by two Officers.

     

    “Opinion
      of Counsel”
      means a
      written opinion from legal counsel who is reasonably acceptable to the Trustee.
      The counsel may be an employee of, or counsel to, the Issuer, a Subsidiary
      Guarantor or the Trustee.

     

    “Pari
      Passu Indebtedness”
      means
      any Indebtedness of the Issuer or any Subsidiary Guarantor that ranks
pari passu
      in right
      of payment with the Notes or the Guarantee thereof by such Subsidiary Guarantor,
      as applicable.

     

    “Permitted
      Investment”
      means:

     

    (1) an
      investment in the Issuer or any of its Restricted Subsidiaries or a Person
      that
      will, upon the making of such Investment, become a Restricted Subsidiary or
      be
      merged or consolidated with or into or transfer or convey all or substantially
      all its assets to, the Issuer or any of its Restricted Subsidiaries;
provided,
      however,
      that
      such Person’s primary business is related, ancillary, incidental or
      complementary to the businesses of the Issuer or any of its Restricted
      Subsidiaries on the date of such Investment;

     

    (2) investments
      in cash and Temporary Cash Investments;

     

    (3) Investments
      made by the Issuer or its Restricted Subsidiaries as a result of consideration
      received in connection with an Asset Sale made in compliance with
      Section 4.11

     

    (4) Investments
      represented by Guarantees that are otherwise permitted under this
      Indenture;

     

    (5) payroll,
      travel and similar advances to cover matters that are expected at the time
      of
      such advances ultimately to be treated as expenses in accordance with
      GAAP;

     

    (6) stock,
      obligations or securities received in satisfaction of judgments;

     

    (7) Permitted
      Mortgage Investments; and

     

    (8) additional
      Investments not to exceed $25 million at any time outstanding.

     

    “Permitted
      Mortgage Investment”
      means
      any Investment in secured notes, mortgage, deeds of trust, collateralized
      mortgage obligations, commercial mortgage-backed securities, other secured
      debt
      securities, secured debt derivative or other secured debt instruments, so long
      as such investment relates directly or indirectly to real property that
      constitutes or is used as a skilled nursing home center, hospital, assisted
      living facility or other property customarily constituting an asset of a real
      estate investment trust specializing in healthcare or senior housing
      property.

     

    “Person”
      means
      any individual, corporation, partnership, limited liability company, joint
      venture, incorporated or unincorporated association, joint-stock company, trust,
      unincorporated organization or government or other agency or political
      subdivision thereof or other entity of any kind.

     

    “Preferred
      Stock”
      means,
      with respect to any Person, any and all shares, interests, participations or
      other equivalents (however designated, whether voting or non-voting) that have
      a
      preference on liquidation or with respect to distributions over any other class
      of Capital Stock, including preferred partnership interests, whether general
      or
      limited, or such Person’s preferred or preference stock, whether outstanding on
      the Closing Date or issued thereafter, including, without limitation, all series
      and classes of such preferred or preference stock.

     

    “principal”
      means,
      with respect to the Notes, the principal of and premium, if any, on the
      Notes.

     

    “Private
      Exchange”
      has the
      meaning given to it in the Registration Rights Agreement.

     

    “Private
      Exchange Notes”
      has the
      meaning given to it in the Registration Rights Agreement.

     

    “Private
      Placement Legend”
      means
      the legends initially set forth on the Notes in the form set forth in
Exhibit B.

     

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

     

    “Record
      Date”
      means
      the applicable Record Date specified in the Notes; provided,
      however,
      that if
      any such date is not a Business Day, the Record Date shall be the first day
      immediately succeeding such specified day that is a Business Day.

     

    “redeem”
      means
      to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire
      or retire for value; and “redemption”
      shall
      have a correlative meaning; provided,
      however,
      that
      this definition shall not apply for purposes of Section 5 or Section 6
      of the Notes or Article Three.

     

    “Redemption
      Date,”
      when
      used with respect to any Note to be redeemed, means the date fixed for such
      redemption pursuant to this Indenture and the Notes.

     

    “Redemption
      Price,”
      when
      used with respect to any Note to be redeemed, means the price fixed for such
      redemption, payable in immediately available funds, pursuant to this Indenture
      and the Notes.

     

    “Registration
      Rights Agreement”
      means
      the Registration Rights Agreement dated as of December 30, 2005 among the
      Issuer, the Subsidiary Guarantors and the Initial Purchasers, as amended,
      supplemented or modified from time to time, and any similar agreement entered
      into in connection with the issuance of any Additional Notes.

     

    “Regulation S”
      means
      Regulation S under the Securities Act.

     

    “Responsible
      Officer”
      means,
      when used with respect to the Trustee, any officer in the Corporate Trust Office
      of the Trustee to whom any corporate trust matter is referred because of such
      officer’s knowledge of and familiarity with the particular subject and shall
      also mean any officer who shall have direct responsibility for the
      administration of this Indenture.

     

    “Restricted
      Security”
      means a
      Note that constitutes a “Restricted Security” within the meaning of
      Rule 144(a)(3) under the Securities Act; provided,
      however,
      that the
      Trustee shall be entitled to request and conclusively rely on an Opinion of
      Counsel with respect to whether any Note constitutes a Restricted
      Security.

     

    “Restricted
      Subsidiary”
      means
      any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

     

    “Rule 144A”
      means
      Rule 144A under the Securities Act.

     

    “SEC”
      means
      the U.S. Securities and Exchange Commission.

     

    “Secured
      Indebtedness”
      means
      any Indebtedness secured by a Lien upon the property of the Issuer or any of
      its
      Restricted Subsidiaries.

     

    “Securities
      Act”
      means
      the U.S. Securities Act of 1933, as amended, or any successor statute or
      statutes thereto.

     

    “Significant
      Subsidiary,”
      with
      respect to any Person, means any restricted subsidiary of such Person that
      satisfies the criteria for a “significant subsidiary” set forth in
      Rule 1.02(w) of Regulation S-X under the Exchange Act.

     

    “S&P”
      means
      Standard & Poor’s Ratings Services and its successors.

     

    “Stated
      Maturity”
      means:

     

    (1) with
      respect to any debt security, the date specified in such debt security as the
      fixed date on which the final installment of principal of such debt security
      is
      due and payable; and

     

    (2) with
      respect to any scheduled installment of principal of or interest on any debt
      security, the date specified in such debt security as the fixed date on which
      such installment is due and payable.

     

    “Subsidiary”
      means,
      with respect to any Person, any corporation, association or other business
      entity of which more than 50% of the voting power of the outstanding Voting
      Stock is owned, directly or indirectly, by such Person and one or more other
      Subsidiaries of such Person and the accounts of which would be consolidated
      with
      those of such Person in its consolidated financial statements in accordance
      with
      GAAP, if such statements were prepared as of such date.

     

    “Subsidiary
      Debt”
      means
      all unsecured Indebtedness of which a Restricted Subsidiary is the primary
      obligor.

     

    “Subsidiary
      Guarantee”
      means a
      Guarantee by each Subsidiary Guarantor for payment of the Notes by such
      Subsidiary Guarantor. The Subsidiary Guarantee will be an unsecured senior
      obligation of each Subsidiary Guarantor and will be unconditional regardless
      of
      the enforceability of the Notes and this Indenture. Notwithstanding the
      foregoing, each Subsidiary Guarantee by a Subsidiary Guarantor shall provide
      by
      its terms that it shall be automatically and unconditionally released and
      discharged upon any sale, exchange or transfer, to any Person not an Affiliate
      of the Issuer, of all of the Capital Stock owned by the Issuer and its
      Restricted Subsidiaries in, or all or substantially all the assets of, such
      Restricted Subsidiary (which sale, exchange or transfer is not then prohibited
      by this Indenture).

     

    “Subsidiary
      Guarantors”
      means
      (i) each Restricted Subsidiary of the Issuer on the Closing Date and
      (ii) each other Person that is required to become a Subsidiary Guarantor
      by
      the terms of this Indenture after the Closing Date, in each case, until such
      Person is released from its Subsidiary Guarantee.

     

    “Temporary
      Cash Investment”
      means
      any of the following:

     

    (1) direct
      obligations of the United States of America or any agency thereof or obligations
      fully and unconditionally guaranteed by the United States of America or any
      agency thereof;

     

    (2) time
      deposits accounts, certificates of deposit and money market deposits maturing
      within 180 days of the date of acquisition thereof issued by a bank
      or
      trust company which is organized under the laws of the United States of America,
      any state thereof, and which bank or trust company has capital, surplus and
      undivided profits aggregating in excess of $250 million and has outstanding
      debt which is rated “A” (or such similar equivalent rating) or higher by at
      least one nationally recognized statistical rating organization (as defined
      in
      Rule 436 under the Securities Act) or any money-market fund sponsored
      by a
      registered broker dealer or mutual fund distributor;

     

    (3) repurchase
      obligations with a term of not more than 30 days for underlying securities
      of the types described in clause (1) above entered into with a bank
      meeting
      the qualifications described in clause (2) above;

     

    (4) commercial
      paper, maturing not more than 90 days after the date of acquisition,
      issued
      by a corporation (other than an Affiliate of the Issuer) organized and in
      existence under the laws of the United States of America, any state of the
      United States of America with a rating at the time as of which any investment
      therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher)
      according to S&P; and

     

    (5) securities
      with maturities of six months or less from the date of acquisition issued or
      fully and unconditionally guaranteed by any state, commonwealth or territory
      of
      the United States of America, or by any political subdivision or taxing
      authority thereof, and rated at least “A” by S&P or Moody’s.

     

    “Total
      Assets”
      means
      the sum (without duplication) of:

     

    (1) Undepreciated
      Real Estate Assets; and

     

    (2) all
      other
      assets (excluding intangibles and accounts receivable) of the Issuer and its
      Restricted Subsidiaries on a consolidated basis determined in conformity with
      GAAP.

     

    “Total
      Unencumbered Assets”
      as of
      any date means the sum of:

     

    (1) those
      Undepreciated Real Estate Assets not securing any portion of Secured
      Indebtedness; and

     

    (2) all
      other
      assets (but excluding intangibles and accounts receivable) of the Issuer and
      its
      Restricted Subsidiaries not securing any portion of Secured Indebtedness
      determined on a consolidated basis in conformity with GAAP.

     

    “Trade
      Payables”
      means,
      with respect to any Person, any accounts payable or any other indebtedness
      or
      monetary obligation to trade creditors created, assumed or Guaranteed by such
      Person or any of its Subsidiaries arising in the ordinary course of business
      in
      connection with the acquisition of goods or services.

     

    “Transaction
      Date”
      means,
      with the respect to the Incurrence of any Indebtedness by the Issuer or any
      of
      its Restricted Subsidiaries, the date such Indebtedness is to be Incurred and,
      with respect to any Restricted Payment, the date such Restricted Payment is
      to
      be made.

     

    “Trust
      Indenture Act”
      means
      the Trust Indenture Act of 1939, as amended.

     

    “Trustee”
      means
      the party named as such in this Indenture until a successor replaces it in
      accordance with the provisions of this Indenture and thereafter means such
      successor.

     

    “Undepreciated
      Real Estate Assets”
      means,
      as of any date, the cost (being the original cost to the Issuer or any of its
      Restricted Subsidiaries plus capital improvements) of real estate assets of
      the
      Issuer and its Restricted Subsidiaries on such date, before depreciation and
      amortization of such real estate assets, determined on a consolidated basis
      in
      conformity with GAAP.

     

    “Unrestricted
      Subsidiary”
      means

     

    (1) any
      Subsidiary of the Issuer that at the time of determination shall be designated
      an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner
      provided below; and

     

    (2) any
      Subsidiary of an Unrestricted Subsidiary.

     

    Except
      during a Suspension Period, the Board of Directors of the Issuer may designate
      any Subsidiary (including any newly acquired or newly formed Subsidiary of
      the
      Issuer) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital
      Stock of, or owns or holds any Lien on any property of, the Issuer or any of
      its
      Restricted Subsidiaries; provided,
      however,
      that:

     

    (i)  any
      Guarantee by the Issuer or any of its Restricted Subsidiaries of any
      Indebtedness of the Subsidiary being so designated shall be deemed an
“Incurrence” of such Indebtedness and an “Investment” by the Issuer or such
      Restricted Subsidiary (or all, if applicable) at the time of such
      designation;

     

    (ii)  either
      (i) the Subsidiary to be so designated has total assets of $1,000 or
      less
      or (ii) if such Subsidiary has assets greater than $1,000, such designation
      would be permitted under Section 4.09; and

     

    (iii)  if
      applicable, the Incurrence of Indebtedness and the Investment referred to in
      clause (i) of this proviso would be permitted under Section 4.08
      and
      Section 4.09.

     

    The
      Board
      of Directors of the Issuer may designate any Unrestricted Subsidiary to be
      a
      Restricted Subsidiary; provided,
      however,
      that:

     

    
      	 	
              (x)

            	
              no
                Default or Event of Default shall have occurred and be continuing
                at the
                time of or after giving effect to such designation;
                and

            


    

     

    
      	 	
              (y)

            	
              all
                Liens and Indebtedness of such Unrestricted Subsidiary outstanding
                immediately after such designation would, if Incurred at such time,
                have
                been permitted to be Incurred (and shall be deemed to have been Incurred)
                for all purposes of this Indenture.

            


    

     

    Any
      such
      designation by the Board of Directors of the Issuer shall be evidenced to the
      Trustee by promptly filing with the Trustee a copy of the Board Resolution
      giving effect to such designation and an Officers’ Certificate certifying that
      such designation complied with the foregoing provisions.

     

    “Unsecured
      Indebtedness”
      means
      any Indebtedness of the Issuer or any of its Restricted Subsidiaries that is
      not
      Secured Indebtedness.

     

    “U.S.
      Government Obligations”
      means
      direct obligations of, obligations guaranteed by, or participations in pools
      consisting solely of obligations of or obligations guaranteed by, the United
      States of America for the payment of which obligations or guarantee the full
      faith and credit of the United States of America is pledged and that are not
      callable or redeemable at the option of the issuer thereof.

     

    “U.S.
      Legal Tender”
      means
      such coin or currency of the United States of America that at the time of
      payment shall be legal tender for the payment of public and private
      debts.

     

    “Voting
      Stock”
      means
      with respect to any Person, Capital Stock of any class or kind ordinarily having
      the power to vote for the election of directors, managers or other voting
      members of the governing body of such Person.

     

    “Wholly
      Owned”
      means,
      with respect to any Subsidiary of any Person, the ownership of all of the
      outstanding Capital Stock of such Subsidiary (other than any director’s
      qualifying shares or Investments by individuals mandated by applicable law)
      by
      such Person or one or more Wholly Owned Subsidiaries of such
      Person.

     

    SECTION
      1.02.  Other
      Definitions.

     

    
      	
              Term

               

            	
              Defined
                in Section

               

            
	
              “144A
                Global Note”

            	
              2.01

            
	
              “Additional
                Notes”

            	
              2.02

            
	
              “Authentication
                Order”

            	
              2.02

            
	
              “Covenant
                Defeasance”

            	
              8.02

            
	
              “Event
                of Default”

            	
              6.01

            
	
              “Excess
                Proceeds”

            	
              4.11

            
	
              “Four
                Quarter Period”

            	
              1.01

            
	
              “Global
                Note”

            	
              2.01

            
	
              “Guaranteed
                Indebtedness”

            	
              4.14

            
	
              “IAI
                Global Note”

            	
              2.01

            
	
              “Initial
                Global Notes”

            	
              2.01

            
	
              “Initial
                Notes”

            	
              2.02

            
	
              “Issuer”

            	
              Preamble

            
	
              “Legal
                Defeasance”

            	
              8.02

            
	
              “Participants”

            	
              2.15

            
	
              “Paying
                Agent”

            	
              2.03

            
	
              “Payment
                Date”

            	
              1.01

            
	
              “Physical
                Notes”

            	
              2.01

            
	
              “Reference
                Period”

            	
              1.01

            
	
              “Registrar”

            	
              2.03

            
	
              “Regulation
                S Global Note

            	
              2.01

            
	
              “Restricted
                Payments”

            	
              4.09

            
	
              “Reversion
                Date”

            	
              4.16

            
	
              “Suspension
                Period”

            	
              4.16

            


    

    


    
      	SECTION
              1.03.  	
              Incorporation
                by Reference of Trust Indenture Act.

            


    

     

    Whenever
      this Indenture refers to a provision of the Trust Indenture Act, such provision
      is incorporated by reference in, and made a part of, this Indenture. The
      following Trust Indenture Act terms used in this Indenture have the following
      meanings:

     

    “indenture
      securities”
      means
      the Notes.

     

    “indenture
      security holder”
      means a
      Holder.

     

    “indenture
      to be qualified”
      means
      this Indenture.

     

    “indenture
      trustee”
      or
“institutional
      trustee”
      means
      the Trustee.

     

    “obligor”
      on the
      indenture securities means the Issuer, any Subsidiary Guarantor or any other
      obligor on the Notes.

     

    All
      other
      Trust Indenture Act terms used in this Indenture that are defined by the Trust
      Indenture Act, defined by Trust Indenture Act reference to another statute
      or
      defined by SEC rule and not otherwise defined herein have the meanings
      assigned to them therein.

     

    
      	SECTION
              1.04.  	
              Rules
                of Construction.

            


    

     

    Unless
      the context otherwise requires:

     

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

     

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

     

    (3)  “or”
      is
      not exclusive;

     

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

     

    (5)  provisions
      apply to successive events and transactions;

     

    (6)  “herein,”“hereof”
      and other words of similar import refer to this Indenture as a whole and not
      to
      any particular Article, Section or other subdivision; and

     

    (7)  the
      words
“including,”“includes” and similar words shall be deemed to be followed by
“without limitation.”

     

    ARTICLE
      TWO  

     

    


     

    THE
      NOTES

     

    
      	SECTION
              2.01.  	
              Form
                and Dating.

            


    

     

    The
      Notes
      and the Trustee’s certificate of authentication shall be substantially in the
      form of Exhibit A
      hereto.
      The Notes may have notations, legends or endorsements required by law, stock
      exchange rule or usage. The Issuer shall approve the form of the Notes
      and
      any notation, legend or endorsement on them. Each Note shall be dated the date
      of its issuance and show the date of its authentication. Each Note shall have
      an
      executed Subsidiary Guarantee from each of the Subsidiary Guarantors existing
      on
      the Closing Date endorsed thereon substantially in the form of Exhibit E.

     

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

     

    Notes
      offered and sold in reliance on Rule 144A shall be issued initially
      in the
      form of a single permanent global Note in registered form, substantially in
      the
      form set forth in Exhibit A
      (the
“144A
      Global Note”),
      deposited with the Trustee, as custodian for the Depository, duly executed
      by
      the Issuer (and having an executed Subsidiary Guarantee from each of the
      Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as
      hereinafter provided and shall bear the legends set forth in Exhibit B.
      

     

    Notes
      offered and sold in offshore transactions in reliance on Regulation S
      shall
      be issued initially in the form of a single permanent global Note in registered
      form, substantially in the form of Exhibit A
      (the
“Regulation S
      Global Note”),
      deposited with the Trustee, as custodian for the Depository, duly executed
      by
      the Issuer (and having an executed Subsidiary Guarantee from each of the
      Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as
      hereinafter provided and shall bear the legends set forth in Exhibit B.

     

    The
      initial offer and resale of the Notes shall not be to an Institutional
      Accredited Investor. The Notes resold to Institutional Accredited Investors
      in
      connection with the first transfer made pursuant to Section 2.16(a)
      shall
      be issued initially in the form of a single permanent Global Note in registered
      form, substantially in the form set forth in Exhibit A
      (the
“IAI
      Global Note,”
      and,
      together with the 144A Global Note and the Regulation S Global Note, the
“Initial
      Global Notes”),
      deposited with the Trustee, as custodian for the Depository, duly executed
      by
      the Issuer (and having an executed Subsidiary Guarantee from each of the
      Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as
      hereinafter provided and shall bear the legend set forth in Exhibit B.

     

    Notes
      issued after the Closing Date shall be issued initially in the form of one
      or
      more global Notes in registered form, substantially in the form set forth in
      Exhibit A,
      deposited with the Trustee, as custodian for the Depository, duly executed
      by
      the Issuer (and having an executed Subsidiary Guarantee from each of the
      Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as
      hereinafter provided and shall bear any legends required by applicable law
      (together with the Initial Global Notes, the “Global
      Notes”)
      or as
      Physical Notes.

     

    The
      aggregate principal amount of the Global Notes may from time to time be
      increased or decreased by adjustments made on the records of the Trustee, as
      custodian for the Depository, as hereinafter provided. Notes issued in exchange
      for interests in a Global Note pursuant to Section 2.16 may be issued
      in
      the form of permanent certificated Notes in registered form in substantially
      the
      form set forth in Exhibit A
      and
      bearing the applicable legends, if any, (the “Physical
      Notes”).
      

     

    
      	SECTION
              2.02.  	
              Execution,
                Authentication and Denomination;
                Additional
                Notes; Exchange Notes

            


    

     

    One
      Officer of the Issuer (who shall have been duly authorized by all requisite
      corporate actions) shall sign the Notes for such Issuer by manual or facsimile
      signature. One Officer of a Subsidiary Guarantor (who shall have been duly
      authorized by all requisite corporate actions) shall sign the Subsidiary
      Guarantee for such Subsidiary Guarantor by manual or facsimile
      signature.

     

    If
      an
      Officer whose signature is on a Note or Subsidiary Guarantee, as the case may
      be, was an Officer at the time of such execution but no longer holds that office
      at the time the Trustee authenticates the Note, the Note shall nevertheless
      be
      valid.

     

    A
      Note
      (and the Subsidiary Guarantees in respect thereof) shall not be valid until
      an
      authorized signatory of the Trustee manually signs the certificate of
      authentication on the Note. The signature shall be conclusive evidence that
      the
      Note has been authenticated under this Indenture.

     

    The
      Trustee shall authenticate (i) on the Closing Date, Notes for original
      issue in the aggregate principal amount not to exceed $175,000,000 (the
“Initial
      Notes”),
      (ii) additional Notes (the “Additional
      Notes”)
      in an
      unlimited amount (so long as not otherwise prohibited by the terms of this
      Indenture, including Section 4.08) and (iii) Exchange Notes or
      Private
      Exchange Notes (x) in exchange for a like principal amount of Initial
      Notes
      or (y) in exchange for a like principal amount of Additional Notes in
      each
      case upon a written order of the Issuer in the form of a certificate of an
      Officer of the Issuer (an “Authentication
      Order”).
      Each
      such Authentication Order shall specify the amount of Notes to be authenticated
      and the date on which the Notes are to be authenticated, whether the Notes
      are
      to be Initial Notes, Exchange Notes, Private Exchange Notes or Additional Notes
      and whether the Notes are to be issued as certificated Notes or Global Notes
      or
      such other information as the Trustee may reasonably request. In addition,
      with
      respect to authentication pursuant to clause (ii) or (iii) of the first sentence
      of this paragraph, the first such Authentication Order from the Issuer shall
      be
      accompanied by an Opinion of Counsel of the Issuer in a form reasonably
      satisfactory to the Trustee.

     

    All
      Notes
      issued under this Indenture shall be treated as a single class for all purposes
      under this Indenture. The Additional Notes and the Private Exchange Notes shall
      bear any legend required by applicable law.

     

    The
      Trustee may appoint an authenticating agent reasonably acceptable to the Issuer
      to authenticate Notes. Unless otherwise provided in the appointment, an
      authenticating agent may authenticate Notes whenever the Trustee may do so.
      Each
      reference in this Indenture to authentication by the Trustee includes
      authentication by such agent. An authenticating agent has the same rights as
      an
      Agent to deal with the Issuer and Affiliates of the Issuer. The Trustee shall
      have the right to decline to authenticate and deliver any Notes under this
      Indenture if the Trustee, being advised by counsel, determines that such action
      may not lawfully be taken or if the Trustee in good faith shall determine that
      such action would expose the Trustee to personal liability.

     

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

     

    
      	SECTION
              2.03.  	
              Registrar
                and Paying Agent.

            


    

     

    The
      Issuer shall maintain or cause to be maintained an office or agency in the
      Borough of Manhattan, The City of New York, where (a) Notes may be
      presented or surrendered for registration of transfer or for exchange
      (“Registrar”),
      (b) Notes may, subject to Section 2 of the Notes, be presented
      or
      surrendered for payment (“Paying
      Agent”)
      and
      (c) notices and demands to or upon the Issuer in respect of the Notes
      and
      this Indenture may be served. The Issuer may also from time to time designate
      one or more other offices or agencies where the Notes may be presented or
      surrendered for any or all such purposes and may from time to time rescind
      such
      designations; provided,
      however,
      that no
      such designation or rescission shall in any manner relieve the Issuer of its
      obligation to maintain or cause to be maintained an office or agency in the
      Borough of Manhattan, The City of New York, for such purposes. The Issuer may
      act as Registrar or Paying Agent, except that for the purposes of Articles
      Three
      and Eight and Sections 4.07 and 4.11, neither the Issuer nor any Affiliate
      of the Issuer shall act as Paying Agent. The Registrar shall keep a register
      of
      the Notes and of their transfer and exchange. The Issuer, upon notice to the
      Trustee, may have one or more co-registrars and one or more additional paying
      agents reasonably acceptable to the Trustee. The term “Registrar” includes any
      co-registrar and the term “Paying Agent” includes any additional paying agent.
      The Issuer initially appoints the Trustee as Registrar and Paying Agent until
      such time as the Trustee has resigned or a successor has been
      appointed.

     

    The
      Issuer shall enter into an appropriate agency agreement with any Agent not
      a
      party to this Indenture, which agreement shall implement the provisions of
      this
      Indenture that relate to such Agent. The Issuer shall notify the Trustee, in
      advance, of the name and address of any such Agent. If the Issuer fails to
      maintain a Registrar or Paying Agent, the Trustee shall act as
      such.

     

    
      	SECTION
              2.04.  	
              Paying
                Agent To Hold Assets in Trust.

            


    

     

    The
      Issuer shall require each Paying Agent other than the Trustee or the Issuer
      or
      any Subsidiary to agree in writing that each Paying Agent shall hold in trust
      for the benefit of Holders or the Trustee all assets held by the Paying Agent
      for the payment of principal of, or interest on, the Notes (whether such assets
      have been distributed to it by the Issuer or any other obligor on the Notes),
      and shall notify the Trustee of any Default by the Issuer (or any other obligor
      on the Notes) in making any such payment. The Issuer at any time may require
      a
      Paying Agent to distribute all assets held by it to the Trustee and account
      for
      any assets disbursed and the Trustee may at any time during the continuance
      of
      any payment Default, upon written request to a Paying Agent, require such Paying
      Agent to distribute all assets held by it to the Trustee and to account for
      any
      assets distributed. Upon distribution to the Trustee of all assets that shall
      have been delivered by the Issuer to the Paying Agent, the Paying Agent shall
      have no further liability for such assets.

     

    
      	SECTION
              2.05.  	
              Holder
                Lists.

            


    

     

    The
      Trustee shall preserve in as current a form as is reasonably practicable the
      most recent list available to it of the names and addresses of Holders. If
      the
      Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least
      two (2) Business Days prior to each Interest Payment Date and at such other
      times as the Trustee may request in writing a list, in such form and as of
      such
      date as the Trustee may reasonably require, of the names and addresses of
      Holders, which list may be conclusively relied upon by the Trustee.

     

    
      	SECTION
              2.06.  	
              Transfer
                and Exchange.

            


    

     

    Subject
      to Sections 2.15 and 2.16, when Notes are presented to the Registrar
      with a
      request to register the transfer of such Notes or to exchange such Notes for
      an
      equal principal amount of Notes of other authorized denominations, the Registrar
      shall register the transfer or make the exchange as requested if its
      requirements for such transaction are met; provided,
      however,
      that the
      Notes surrendered for transfer or exchange shall be duly endorsed or accompanied
      by a written instrument of transfer in form satisfactory to the Issuer and
      the
      Registrar, duly executed by the Holder thereof or his or her attorney duly
      authorized in writing. To permit registrations of transfers and exchanges,
      the
      Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s
      request. No service charge shall be made for any registration of transfer or
      exchange, but the Issuer may require payment of a sum sufficient to cover any
      transfer tax or similar governmental charge payable in connection
      therewith.

     

    Without
      the prior written consent of the Issuer, the Registrar shall not be required
      to
      register the transfer of or exchange of any Note (i) during a period
      beginning at the opening of business 15 days before the mailing of a notice
      of
      redemption of Notes and ending at the close of business on the day of such
      mailing, (ii) selected for redemption in whole or in part pursuant to
      Article Three, except the unredeemed portion of any Note being redeemed in
      part,
      and (iii) beginning at the opening of business on any Record Date and
      ending on the close of business on the related Interest Payment
      Date.

     

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

     

    
      	SECTION
              2.07.  	
              Replacement
                Notes.

            


    

     

    If
      a
      mutilated Note is surrendered to the Trustee or if the Holder of a Note claims
      that the Note has been lost, destroyed or wrongfully taken, the Issuer shall
      issue and the Trustee shall authenticate a replacement Note if the Trustee’s
      requirements are met. Such Holder must provide an indemnity bond or other
      indemnity, sufficient in the judgment of both the Issuer and the Trustee, to
      protect the Issuer, the Trustee or any Agent from any loss which any of them
      may
      suffer if a Note is replaced. The Issuer may charge such Holder for its
      reasonable out-of-pocket expenses in replacing a Note pursuant to this
      Section 2.07, including reasonable fees and expenses of counsel and
      of the
      Trustee.

     

    Every
      replacement Note is an additional obligation of the Issuer and every replacement
      Subsidiary Guarantee shall constitute an additional obligation of the Subsidiary
      Guarantor thereof.

     

    The
      provisions of this Section 2.07 are exclusive and shall preclude (to
      the
      extent lawful) all other rights and remedies with respect to the replacement
      or
      payment of lost, destroyed or wrongfully taken Notes.

     

    
      	SECTION
              2.08.  	
              Outstanding
                Notes.

            


    

     

    Notes
      outstanding at any time are all the Notes that have been authenticated by the
      Trustee except those cancelled by it, those delivered to it for cancellation
      and
      those described in this Section 2.08 as not outstanding. A Note does
      not
      cease to be outstanding because the Issuer, the Subsidiary Guarantors or any
      of
      their respective Affiliates hold the Note (subject to the provisions of
      Section 2.09).

     

    If
      a Note
      is replaced pursuant to Section 2.07 (other than a mutilated Note
      surrendered for replacement), it ceases to be outstanding unless a Responsible
      Officer of the Trustee receives proof satisfactory to it that the replaced
      Note
      is held by a bona
      fide
      purchaser. A mutilated Note ceases to be outstanding upon surrender of such
      Note
      and replacement thereof pursuant to Section 2.07. 

     

    If
      the
      principal amount of any Note is considered paid under Section 4.01,
      it
      ceases to be outstanding and interest ceases to accrue. If on a Redemption
      Date
      or the Stated Maturity the Trustee or Paying Agent (other than the Issuer or
      an
      Affiliate thereof) holds U.S. Legal Tender or U.S. Government Obligations
      sufficient to pay all of the principal and interest due on the Notes payable
      on
      that date, then on and after that date such Notes cease to be outstanding and
      interest on them ceases to accrue.

     

    
      	SECTION
              2.09.  	
              Treasury
                Notes.

            


    

     

    In
      determining whether the Holders of the required principal amount of Notes have
      concurred in any direction, waiver or consent, Notes owned by the Issuer or
      any
      of its Affiliates shall be disregarded, except that, for the purposes of
      determining whether the Trustee shall be protected in relying on any such
      direction, waiver or consent, only Notes that a Responsible Officer of the
      Trustee actually knows are so owned shall be disregarded.

     

    
      	SECTION
              2.10.  	
              Temporary
                Notes.

            


    

     

    Until
      definitive Notes are ready for delivery, the Issuer may prepare and the Trustee
      shall authenticate temporary Notes. Temporary Notes shall be substantially
      in
      the form of definitive Notes but may have variations that the Issuer considers
      appropriate for temporary Notes. Without unreasonable delay, the Issuer shall
      prepare and the Trustee shall authenticate definitive Notes in exchange for
      temporary Notes. Until such exchange, temporary Notes shall be entitled to
      the
      same rights, benefits and privileges as definitive Notes. Notwithstanding the
      foregoing, so long as the Notes are represented by a Global Note, such Global
      Note may be in typewritten form.

     

    
      	SECTION
              2.11.  	
              Cancellation.

            


    

     

    The
      Issuer at any time may deliver Notes to the Trustee for cancellation. The
      Registrar and the Paying Agent shall forward to the Trustee any Notes
      surrendered to them for transfer, exchange or payment. The Trustee, or at the
      direction of the Trustee, the Registrar or the Paying Agent (other than the
      Issuer or a Subsidiary), and no one else, shall cancel and, at the written
      direction of the Issuer, shall dispose of all Notes surrendered for transfer,
      exchange, payment or cancellation in accordance with its customary procedures.
      Subject to Section 2.07, the Issuer may not issue new Notes to replace
      Notes that it has paid or delivered to the Trustee for cancellation. If the
      Issuer or any Subsidiary Guarantor shall acquire any of the Notes, such
      acquisition shall not operate as a redemption or satisfaction of the
      Indebtedness represented by such Notes unless and until the same are surrendered
      to the Trustee for cancellation pursuant to this Section 2.11.

     

    
      	SECTION
              2.12.  	
              Defaulted
                Interest.

            


    

     

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

     

    
      	SECTION
              2.13.  	
              CUSIP
                and ISIN Numbers.

            


    

     

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

     

    
      	SECTION
              2.14.  	
              Deposit
                of Moneys.

            


    

     

    Subject
      to Section 2 of the Notes, prior to 10:00 a.m. New York City time on
      each
      Interest Payment Date, Stated Maturity, Redemption Date and Payment Date, the
      Issuer 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, Stated Maturity, Redemption Date and Payment Date, as the case may be,
      in
      a timely manner which permits the Paying Agent to remit payment to the Holders
      on such Interest Payment Date, Stated Maturity, Redemption Date and Payment
      Date, as the case may be.

     

    
      	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,
      as
      applicable.

     

    Members
      of, or participants in, the Depository (“Participants”)
      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 be treated by the Issuer, the Trustee and
      any agent of the Issuer or the Trustee as the absolute owner of the Global
      Note
      for all purposes whatsoever. Notwithstanding the foregoing, nothing herein
      shall
      prevent the Issuer, the Trustee or any agent of the Issuer 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
      Participants, the operation of customary practices governing the exercise of
      the
      rights of a Holder of any Note.

     

    (b)  Transfers
      of Global Notes shall be limited to transfers 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 Issuer that it is unwilling or unable
      to
      act as Depository for any Global Note, the Issuer so notifies the Trustee in
      writing and a successor Depository is not appointed by the Issuer within 90
      days
      of such notice or (ii) a Default or Event of Default has occurred and
      is
      continuing and the Registrar has received a written request from any owner
      of a
      beneficial interest in a Global Note to issue Physical Notes. Upon any issuance
      of a Physical Note in accordance with this Section 2.15(b) the Trustee
      is
      required to register such Physical Note in the name of, and cause the same
      to be
      delivered to, such person or persons (or the nominee of any thereof). All such
      Physical Notes shall bear the applicable legends, if any.

     

    (c)  In
      connection with any transfer or exchange of a portion of the beneficial interest
      in a Global Note to beneficial owners pursuant to paragraph (b) of this
      Section 2.15, 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 such Global Note in an amount equal to the principal amount
      of the beneficial interest in the Global Note to be transferred, and the Issuer
      shall execute, and the Trustee shall authenticate and deliver, one or more
      Physical Notes of authorized denominations in an aggregate principal amount
      equal to the principal amount of the beneficial interest in the Global Note
      so
      transferred.

     

    (d)  In
      connection with the transfer of a Global Note as an entirety to beneficial
      owners pursuant to paragraph (b) of this Section 2.15, such Global
      Note shall be deemed to be surrendered to the Trustee for cancellation, and
      (i)
      the Issuer shall execute, (ii) the Subsidiary Guarantors shall execute notations
      of Subsidiary Guarantees on and (iii) the Trustee shall upon written
      instructions from the Issuer authenticate and deliver, to each beneficial owner
      identified by the Depository in exchange for its beneficial interest in such
      Global Note, 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) or (c) of this
      Section 2.15 shall, except as otherwise provided by Section 2.16,
      bear
      the Private Placement Legend.

     

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

     

    
      	SECTION
              2.16.  	
              Special
                Transfer and Exchange Provisions.

            


    

     

    (a)  Transfers
      to Non-QIB Institutional Accredited Investors.
      The
      following provisions shall apply with respect to the registration of any
      proposed transfer of a Restricted Security to any Institutional Accredited
      Investor which is not a QIB:

     

    (i)  the
      Registrar shall register the transfer of any Restricted Security, whether or
      not
      such Note bears the Private Placement Legend, if (x) the requested transfer
      is
      after the second anniversary of the Closing Date; provided,
      however,
      that
      neither the Issuer nor any Affiliate of the Issuer has held any beneficial
      interest in such Note, or portion thereof, at any time on or prior to the second
      anniversary of the Closing Date or (y) the proposed transferee has
      delivered to the Registrar a certificate substantially in the form of
Exhibit C
      hereto
      and any legal opinions and certifications as may be reasonably requested by
      the
      Trustee and the Issuer;

     

    (ii)  if
      the
      proposed transferee is a Participant and the Notes to be transferred consist
      of
      Physical Notes which after transfer are to be evidenced by an interest in the
      IAI Global Note, upon receipt by the Registrar of the Physical Note and
      (x) written instructions given in accordance with the Depository’s and the
      Registrar’s procedures and (y) the certificate, if required, referred to in
      clause (y) of paragraph (i) above (and any legal opinion or other
      certifications), the Registrar shall register the transfer and reflect on its
      books and records the date and an increase in the principal amount of the IAI
      Global Note in an amount equal to the principal amount of Physical Notes to
      be
      transferred, and the Registrar shall cancel the Physical Notes so transferred;
      and

     

    (iii)  if
      the
      proposed transferor is a Participant seeking to transfer an interest in a Global
      Note, upon receipt by the Registrar of (x) written instructions given
      in
      accordance with the Depository’s and the Registrar’s procedures and (y) the
      certificate, if required, referred to in clause (y) of paragraph (i)
      above, the Registrar shall register the transfer and reflect on its books and
      records the date and (A) a decrease in the principal amount of the Global Note
      from which such interests are to be transferred in an amount equal to the
      principal amount of the Notes to be transferred and (B) an increase in the
      principal amount of the IAI Global Note in an amount equal to the principal
      amount of the Notes to be transferred.

     

    (b)  Transfers
      to QIBs.
      The
      following provisions shall apply with respect to the registration of any
      proposed transfer of a Restricted Security to a QIB:

     

    (i)  the
      Registrar shall register the transfer of any Restricted Security, whether or
      not
      such Note bears the Private Placement Legend, if (x) the requested transfer
      is after the second anniversary of the Closing Date; provided,
      however,
      that
      neither the Issuer nor any Affiliate of the Issuer has held any beneficial
      interest in such Note, or portion thereof, at any time on or prior to the second
      anniversary of the Closing Date or (y) such transfer is being made by
      a
      proposed transferor who has checked the box provided for on the applicable
      Global Note stating, or has otherwise advised the Issuer 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 applicable Global Note stating, or has otherwise advised the Issuer and
      the
      Registrar in writing, that it is purchasing the 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 Issuer 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;

     

    (ii)  if
      the
      proposed transferee is a Participant and the Notes to be transferred consist
      of
      Physical Notes which after transfer are to be evidenced by an interest in the
      144A Global Note, upon receipt by the Registrar of the Physical Note and written
      instructions given in accordance with the Depository’s and the Registrar’s
      procedures, the Registrar shall register the transfer and reflect on its book
      and records the date and an increase in the principal amount of the 144A Global
      Note in an amount equal to the principal amount of Physical Notes to be
      transferred, and the Registrar shall cancel the Physical Notes so transferred;
      and

     

    (iii)  if
      the
      proposed transferor is a Participant seeking to transfer an interest in the
      IAI
      Global Note or the Regulation S Global Note, upon receipt by the Registrar
      of written instructions given in accordance with the Depository’s and the
      Registrar’s procedures, the Registrar shall register the transfer and reflect on
      its books and records the date and (A) a decrease in the principal amount of
      the
      IAI Global Note or the Regulation S Global Note, as the case may be,
      in an
      amount equal to the principal amount of the Notes to be transferred and (B)
      an
      increase in the principal amount of the 144A Global Note in an amount equal
      to
      the principal amount of the Notes to be transferred.

     

    (c)  Transfers
      to Non-U.S. Persons.
      The
      following provisions shall apply with respect to any transfer of a Restricted
      Security to a Non-U.S. Person under Regulation S:

     

    (i)  the
      Registrar shall register any proposed transfer of a Restricted Security to
      a
      Non-U.S. Person upon receipt of a certificate substantially in the form of
      Exhibit D
      from the
      proposed transferor and such certifications, legal opinions and other
      information as the Trustee or the Issuer may reasonably request;
      and

     

    (ii)  (a)
      if
      the proposed transferor is a Participant holding a beneficial interest in the
      Rule 144A Global Note or the IAI Global Note or the Note to be transferred
      consists of Physical Notes, upon receipt by the Registrar of (x) the documents
      required by paragraph (i) and (y) instructions in accordance
      with the
      Depository’s and the Registrar’s procedures, the Registrar shall reflect on its
      books and records the date and a decrease in the principal amount of the
      Rule 144A Global Note or the IAI Global Note, as the case may be, in
      an
      amount equal to the principal amount of the beneficial interest in the
      Rule 144A Global Note or the IAI Global Note, as the case may be, to
      be
      transferred or cancel the Physical Notes to be transferred, and (b) if
      the
      proposed transferee is a Participant, 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 Regulation S Global Note in
      an
      amount equal to the principal amount of the Rule 144A Global Note, the
      IAI
      Global Note or the Physical Notes, as the case may be, to be
      transferred.

     

    (d)  Exchange
      Offer.
      Upon
      the occurrence of the Exchange Offer in accordance with the Registration Rights
      Agreement, the Issuer shall issue and, upon receipt of an Authentication Order
      in accordance with Section 2.02, the Trustee shall authenticate one
      or more
      Global Notes and/or Physical Notes not bearing the Private Placement Legend
      in
      an aggregate principal amount equal to the principal amount of the beneficial
      interests in the Initial Global Notes or Physical Notes, as the case may be,
      tendered for acceptance in accordance with the Exchange Offer and accepted
      for
      exchange in the Exchange Offer.

     

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

     

    (f)  Private
      Placement Legend.
      Upon
      the transfer, exchange or replacement of Notes not bearing the Private Placement
      Legend unless otherwise required by applicable law, the Registrar shall deliver
      Notes that do not bear the Private Placement Legend. Upon the transfer, exchange
      or replacement of Notes bearing the Private Placement Legend, the Registrar
      shall deliver only Notes that bear the Private Placement Legend unless (i)
      there
      is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to
      the
      Issuer 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 (ii) such Note has been offered and sold
      (including pursuant to the Exchange Offer) pursuant to an effective registration
      statement under the Securities Act.

     

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

     

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

     

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

     

    The
      Trustee shall have no responsibility for the actions or omissions of the
      Depository, or the accuracy of the books and records of the
      Depository.

     

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

     

    ARTICLE
      THREE  

     

    


     

    REDEMPTION

     

    
      	SECTION
              3.01.  	
              Notices
                to Trustee.

            


    

     

    If
      the
      Issuer elects to redeem Notes pursuant to Section 5 or Section 6
      of
      the Notes, it shall notify the Trustee in writing of the Redemption Date, the
      Redemption Price and the principal amount of Notes to be redeemed. The Issuer
      shall give notice of redemption to the Trustee at least 45 days but not more
      than 60 days before the Redemption Date (unless a shorter notice shall be agreed
      to by the Trustee in writing), together with such documentation and records
      as
      shall enable the Trustee to select the Notes to be redeemed.

     

    
      	SECTION
              3.02.  	
              Selection
                of Notes To Be Redeemed.

            


    

     

    If
      less
      than all of the Notes are to be redeemed at any time pursuant to Section 5
      or 6 of the Notes, the Trustee will select Notes for redemption as
      follows:

     

    (x) if
      the
      Notes are listed on a national securities exchange, in compliance with the
      requirements of the principal national securities exchange on which the Notes
      are listed; or

     

    (y) if
      the
      Notes are not so listed, on a pro
      rata
      basis,
      by lot or by such method as the Trustee shall deem fair and
      appropriate;

     

    provided,
      however,
      that,
      in the case of such redemption pursuant to Section 6 of the Notes, the
      Trustee will select the Notes on a pro
      rata
      basis or
      on as nearly a pro
      rata basis
      as
      practicable (subject to the procedures of the Depository) unless that method
      is
      otherwise prohibited.

     

    No
      Notes
      of $1,000 or less shall be redeemed in part.

     

    
      	SECTION
              3.03.  	
              Notice
                of Redemption.

            


    

     

    At
      least
      30 days but not more than 60 days before a Redemption Date, the Issuer shall
      mail a notice of redemption by first class mail, postage prepaid, to each Holder
      whose Notes are to be redeemed at its registered address (except that a notice
      issued in connection with a redemption referred to in Section 8.01 may
      be
      more than 60 days before such Redemption Date). At the Issuer’s request, the
      Trustee shall forward the notice of redemption in the Issuer’s name and at the
      Issuer’s expense. Each notice for redemption shall identify the Notes (including
      the CUSIP or ISIN number) to be redeemed and shall state:

     

    (1)  the
      Redemption Date;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (8)  the
      Section of the Notes or the Indenture, as applicable, pursuant to which
      the
      Notes are to be redeemed.

     

    The
      notice, if mailed in a manner herein provided, shall be conclusively presumed
      to
      have been given, whether or not the Holder receives such notice. In any case,
      failure to give such notice by mail or any defect in the notice to the Holder
      of
      any Note designated for redemption in whole or in part shall not affect the
      validity of the proceedings for the redemption of any other Note. Notices of
      redemption may not be conditional.

     

    
      	SECTION
              3.04.  	
              Effect
                of Notice of Redemption.

            


    

     

    Once
      notice of redemption is mailed in accordance with Section 3.03, Notes
      called for redemption become due and payable on the Redemption Date and at
      the
      Redemption Price plus accrued interest, if any. Upon surrender to the Trustee
      or
      Paying Agent, such Notes called for redemption shall be paid at the Redemption
      Price (which shall include accrued interest thereon to, but not including,
      the
      Redemption Date), but installments of interest, the maturity of which is on
      or
      prior to the Redemption Date, shall be payable to Holders of record at the
      close
      of business on the relevant Record Dates. On and after the Redemption Date
      interest shall cease to accrue on Notes or portions thereof called for
      redemption unless the Issuer shall have not complied with its obligations
      pursuant to Section 3.05.

     

    
      	SECTION
              3.05.  	
              Deposit
                of Redemption Price.

            


    

     

    On
      or
      before 10:00 a.m. New York time on the Redemption Date, the Issuer shall deposit
      with the Paying Agent U.S. Legal Tender sufficient to pay the Redemption Price
      plus accrued and unpaid interest, if any, of all Notes to be redeemed on that
      date.

     

    If
      the
      Issuer complies with the preceding paragraph, then, unless the Issuer defaults
      in the payment of such Redemption Price plus accrued interest, if any, interest
      on the Notes to be redeemed will cease to accrue on and after the applicable
      Redemption Date, whether or not such Notes are presented for
      payment.

     

    
      	SECTION
              3.06.  	
              Notes
                Redeemed in Part.

            


    

     

    If
      any
      Note is to be redeemed in part only, the notice of redemption that relates
      to
      such Note shall state the portion of the principal amount thereof to be
      redeemed. A new Note or Notes in principal amount equal to the unredeemed
      portion of the original Note or Notes shall be issued in the name of the Holder
      thereof upon surrender and cancellation of the original Note or
      Notes.

     

    ARTICLE
      FOUR  

     

    


     

    COVENANTS

     

    
      	SECTION
              4.01.  	
              Payment
                of Notes.

            


    

     

    The
      Issuer shall pay the principal of, premium, if any, and interest on the Notes
      in
      the manner provided in the Notes, the Registration Rights Agreement and this
      Indenture. An installment of principal of, or interest on, the Notes shall
      be
      considered paid on the date it is due if the Trustee or Paying Agent (other
      than
      the Issuer or an Affiliate thereof) holds on that date U.S. Legal Tender
      designated for and sufficient to pay the installment. Interest on the Notes
      will
      be computed on the basis of a 360-day year comprised of twelve 30-day
      months.

     

    The
      Issuer 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 same rate per
      annum
      borne by
      the Notes.

     

    
      	SECTION
              4.02.  	
              Maintenance
                of Office or Agency.

            


    

     

    The
      Issuer shall maintain in the Borough of Manhattan, The City of New York, the
      office or agency required under Section 2.03 (which may be an office
      of the
      Trustee or an affiliate of the Trustee or Registrar). The Issuer 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 Issuer 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 set forth in
      Section 11.02.

     

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

     

    The
      Issuer hereby initially designates U.S. Bank National Association, located
      at
      1360 Peachtree Street, N.E., Suite 1105, EX-GA-ATPT, Atlanta, Georgia 30309,
      Attention: Corporate Trust Department, as such office of the Issuer in
      accordance with Section 2.03.

     

    
      	SECTION
              4.03.  	
              Corporate
                Existence.

            


    

     

    Except
      as
      otherwise permitted by Article Five, the Issuer 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 of its
      Restricted Subsidiaries in accordance with the respective organizational
      documents of each such Restricted Subsidiary and the material rights (charter
      and statutory) and material franchises of the Issuer and each of its Restricted
      Subsidiaries; provided,
      however,
      that the
      Issuer shall not be required to preserve any such right, franchise or corporate
      existence with respect to itself or any Restricted Subsidiary if the Board
      of
      Directors shall determine that the preservation thereof is no longer desirable
      in the conduct of the business of the Issuer and its Restricted Subsidiaries,
      taken as a whole, and that the loss thereof is not adverse in any material
      respect to the Holders of the Notes.

     

    
      	SECTION
              4.04.  	
              Payment
                of Taxes.

            


    

     

    The
      Issuer and the Subsidiary Guarantors shall, and shall cause each of the
      Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged,
      before the same shall become delinquent, (a) all material taxes,
      assessments and governmental charges levied or imposed upon it or any of the
      Restricted Subsidiaries or upon the income, profits or property of it or any
      of
      the Restricted Subsidiaries and (b) all lawful claims for labor, materials
      and supplies which, in each case, if unpaid, might by law become a material
      liability or Lien upon the property of it or any of the Restricted Subsidiaries;
      provided,
      however,
      that the
      Issuer and the Subsidiary Guarantors shall not be required to pay or discharge
      or cause to be paid or discharged any such tax, assessment, charge or claim
      whose amount the applicability or validity is being contested in good faith
      by
      appropriate actions and for which appropriate provision has been
      made.

     

    
      	SECTION
              4.05.  	
              Compliance
                Certificate; Notice of Default.

            


    

     

    (a)  The
      Issuer shall deliver to the Trustee, within 120 days after the close of each
      fiscal year, an Officers’ Certificate stating that a review of the activities of
      the Issuer and its Subsidiaries has been made under the supervision of the
      signing Officers with a view to determining whether the Issuer and the
      Subsidiary Guarantors have kept, observed, performed and fulfilled their
      obligations under this Indenture and further stating, as to each such Officer
      signing such certificate, that to the best of such Officer’s knowledge, the
      Issuer and the Subsidiary Guarantors during such preceding fiscal year has
      kept,
      observed, performed and fulfilled each and every such covenant and no Default
      occurred during such year and at the date of such certificate there is no
      Default that has occurred and is continuing or, if such signers do know of
      such
      Default, the certificate shall specify such Default and what action, if any,
      the
      Issuer is taking or proposes to take with respect thereto. The Officers’
      Certificate shall also notify the Trustee should the Issuer elect to change
      the
      manner in which it fixes the fiscal year end.

     

    (b)  The
      Issuer shall deliver to the Trustee promptly and in any event within five days
      after the Issuer becomes aware of the occurrence of any Default an Officers’
      Certificate specifying the Default and what action, if any, the Issuer is taking
      or proposes to take with respect thereto.

     

    
      	SECTION
              4.06.  	
              Waiver
                of Stay, Extension or Usury Laws.

            


    

     

    The
      Issuer and each Subsidiary Guarantor covenants (to the extent permitted by
      applicable law) that it will not at any time insist upon, plead, 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 that would prohibit or forgive
      such
      Issuer or such Subsidiary Guarantor from paying all or any portion of the
      principal of and/or interest on the Notes or the Subsidiary Guarantee of any
      such Subsidiary Guarantor 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 permitted by applicable law)
      each 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
              4.07.  	
              Change
                of Control.

            


    

     

    The
      Issuer must commence, within 30 days of the occurrence of a Change of
      Control, and consummate an Offer to Purchase for all Notes then outstanding,
      at
      a purchase price equal to 101% of the principal amount of the Notes, plus
      accrued and unpaid interest, if any, to the Payment Date.

     

    
      	SECTION
              4.08.  	
              Limitations
                on Additional Indebtedness.

            


    

     

    (a)  The
      Issuer will not, and will not permit any of its Restricted Subsidiaries to,
      Incur any Indebtedness (including Acquired Indebtedness) if, immediately after
      giving effect to the Incurrence of such additional Indebtedness and the receipt
      and application of the proceeds therefrom, the aggregate principal amount of
      all
      outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a
      consolidated basis determined in conformity with GAAP is greater than 60% of
      Adjusted Total Assets.

     

    (b)  The
      Issuer will not, and will not permit any of its Restricted Subsidiaries to,
      Incur any Subsidiary Debt or any Secured Indebtedness if, immediately after
      giving effect to the Incurrence of such additional Subsidiary Debt or Secured
      Indebtedness and the receipt and application of the proceeds therefrom, the
      aggregate principal amount of all outstanding Subsidiary Debt and Secured
      Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated
      basis determined in conformity with GAAP is greater than 40% of Adjusted Total
      Assets.

     

    (c)  The
      Issuer will not, and will not permit any of its Restricted Subsidiaries to,
      Incur any Indebtedness (other than the Notes issued on the Closing Date and
      other Indebtedness existing on the Closing Date); provided,
      however,
      that the
      Issuer or any of the Subsidiary Guarantors may Incur Indebtedness if, after
      giving effect to the Incurrence of such Indebtedness and the receipt and
      application of the proceeds therefrom, the Interest Coverage Ratio of the Issuer
      and its Restricted Subsidiaries on a consolidated basis would be greater than
      2.0 to 1.

     

    (d)  Notwithstanding
      paragraph (a), (b) or (c) above, the Issuer or any of its Restricted
      Subsidiaries (except as specified below) may Incur each and all of the
      following:

     

    (1)  Indebtedness
      outstanding under the Line of Credit at any time in an aggregate principal
      amount not to exceed $200 million;

     

    (2)  Indebtedness
      owed to:

     

    
      	(i)  	
              the
                Issuer evidenced by an unsubordinated promissory
                note,

            


    

     

    
      	(ii)  	
              to
                any Restricted Subsidiary;

            


    

     

    provided,
      however,
      that any
      event which results in any such Restricted Subsidiary ceasing to be a Restricted
      Subsidiary or any subsequent transfer of such Indebtedness (other than to the
      Issuer or any other Restricted Subsidiary) shall be deemed, in each case, to
      constitute an Incurrence of such Indebtedness not permitted by this clause
      (2);

     

    (3)  Indebtedness
      issued in exchange for, or the net proceeds of which are used to refinance
      or
      refund, outstanding Indebtedness (other than Indebtedness Incurred under clause
      (1), (2) or (4) of this paragraph (d)) and any refinancings thereof
      in an
      amount not to exceed the amount so refinanced or refunded (plus premiums,
      accrued interest, fees and expenses); provided,
      however,
      that
      Indebtedness the proceeds of which are used to refinance or refund the Notes
      or
      Indebtedness that ranks equally with or subordinate in right of payment to,
      the
      Notes shall only be permitted under this clause (3) if:

     

    
      	(i)  	
              in
                case the Notes are refinanced in part or the Indebtedness to be refinanced
                ranks equally with the Notes, such new Indebtedness, by its terms
                or by
                the terms of any agreement or instrument pursuant to which such new
                Indebtedness is outstanding, ranks equally with or is expressly made
                subordinate in right of payment to the remaining
                Notes;

            


    

     

    
      	(ii)  	
              in
                case the Indebtedness to be refinanced is subordinated in right of
                payment
                to the Notes, such new Indebtedness, by its terms or by the terms
                of any
                agreement or instrument pursuant to which such new Indebtedness is
                issued
                or remains outstanding, is expressly made subordinate in right of
                payment
                to the Notes at least to the extent that the Indebtedness to be refinanced
                is subordinated to the Notes; and

            


    

     

    
      	(iii)  	
              such
                new Indebtedness, determined as of the date of Incurrence of such
                new
                Indebtedness, does not mature prior to the Stated Maturity of the
                Indebtedness to be refinanced or refunded, and the Average Life of
                such
                new Indebtedness is at least equal to the remaining Average Life
                of the
                Indebtedness to be refinanced or
                refunded;

            


    

     

    provided
      further,
      however,
      that in
      no event may Indebtedness of the Issuer that ranks equally with or subordinate
      in right of payment to the Notes be refinanced by means of any Indebtedness
      of
      any Restricted Subsidiary pursuant to this clause (3);

     

    (4)  Indebtedness:

     

    
      	(i)  	
              in
                respect of performance, surety or appeal bonds provided in the ordinary
                course of business,

            


    

     

    
      	(ii)  	
              under
                Currency Agreements and Interest Rate Agreements; provided, however,
                that
                such agreements (x) are designed solely to protect the Issuer or
                any of
                its Restricted Subsidiaries against fluctuations in foreign currency
                exchange rates or interest rates and (y) do not increase the Indebtedness
                of the obligor outstanding at any time other than as a result of
                fluctuations in foreign currency exchange rates or interest rates
                or by
                reason of fees, indemnities and compensation payable thereunder;
                and

            


    

     

    
      	(iii)  	
              arising
                from agreements providing for indemnification, adjustment of purchase
                price or similar obligations, or from Guarantees or letters of credit,
                surety bonds or performance bonds securing any obligations of the
                Issuer
                or any of its Restricted Subsidiaries pursuant to such agreements,
                in any
                case Incurred in connection with the disposition of any business,
                assets
                or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred
                by any Person acquiring all or any portion of such business, assets
                or
                Restricted Subsidiary for the purpose of financing such acquisition),
                in a
                principal amount not to exceed the gross proceeds actually received
                by the
                Issuer and its Restricted Subsidiaries on a consolidated basis in
                connection with such disposition;

            


    

     

    (5)  Indebtedness
      of the Issuer, to the extent the net proceeds thereof are promptly:

     

    
      	(i)  	
              used
                to purchase Notes tendered in an Offer to Purchase made as a result
                of a
                Change in Control, or

            


    

     

    
      	(ii)  	
              deposited
                to defease the Notes as described in Sections 8.02 and 8.03,
                or

            


    

     

    
      	(iii)  	
              deposited
                to discharge the obligations under the Notes and this Indenture as
                described in Section 8.01;

            


    

     

    (6)  Guarantees
      of the Notes and Guarantees of Indebtedness of the Issuer by any of its
      Restricted Subsidiaries provided the guarantee of such Indebtedness is permitted
      by and made in accordance with Section 4.14; or

     

    (7)  additional
      Indebtedness of the Issuer and its Restricted Subsidiaries not to exceed $30
      million in aggregate principal amount at any time outstanding.

     

    (e)  Notwithstanding
      any other provision of this Section 4.08, the maximum amount of
      Indebtedness that the Issuer or any of its Restricted Subsidiaries may Incur
      pursuant to this Section 4.08 shall not be deemed to be exceeded, with
      respect to any outstanding Indebtedness, due solely to the result of
      fluctuations in the exchange rates of currencies.

     

    (f)  For
      purposes of determining any particular amount of Indebtedness under this
      Section 4.08,

     

    (1)  Indebtedness
      Incurred under the Line of Credit on or prior to the Closing Date shall be
      treated as Incurred pursuant to clause (1) of paragraph (d) of this
      Section 4.08, and

     

    (2)  Guarantees,
      Liens or obligations with respect to letters of credit supporting Indebtedness
      otherwise included in the determination of such particular amount shall not
      be
      included.

     

    For
      purposes of determining compliance with this Section 4.08, in the event
      that an item of Indebtedness meets the criteria of more than one of the
      categories of permitted Indebtedness described in clauses (1) through (7) of
      paragraph (d) above or is entitled to be incurred pursuant to
      paragraph (c) above, the Issuer shall, in its sole discretion, classify
      (and may later reclassify) such item of Indebtedness and may divide and classify
      such Indebtedness in more than one of the types of Indebtedness described,
      except that Indebtedness incurred under the Line of Credit on the Closing Date
      shall be deemed to have been incurred under clause (1) of paragraph (d)
      above.

     

    
      	SECTION
              4.09.  	
              Limitations
                on Restricted Payments.

            


    

     

    (a)  The
      Issuer will not, and will not permit any of its Restricted Subsidiaries to,
      directly or indirectly:

     

    (1)  declare
      or pay any dividend or make any distribution on or with respect to Capital
      Stock
      of the Issuer held by Persons other than the Issuer or any of its Restricted
      Subsidiaries, other than dividends or distributions payable solely in shares
      of
      its Capital Stock (other than Disqualified Stock) or in options, warrants or
      other rights to acquire shares of such Capital Stock;

     

    (2)  purchase,
      redeem, retire or otherwise acquire for value any shares of Capital Stock
      (including options, warrants or other rights to acquire such shares of Capital
      Stock) of the Issuer;

     

    (3)  make
      any
      voluntary or optional principal payment, or voluntary or optional redemption,
      repurchase, defeasance, or other acquisition or retirement for value, of
      Indebtedness of the Issuer that is subordinated in right of payment to the
      Notes
      or the Subsidiary Guaranties of the Notes; or

     

    (4)  make
      an
      Investment, other than a Permitted Investment, in any Person

     

    (such
      payments or any other actions described in clauses (1) through (4) above being
      collectively “Restricted
      Payments”)
      if, at
      the time of, and after giving effect to, the proposed Restricted
      Payment:

     

    (A) a
      Default
      or Event of Default shall have occurred and be continuing,

     

    (B) the
      Issuer could not Incur at least $1.00 of Indebtedness under paragraphs (a),
      (b) and (c) of Section 4.08, or

     

    (C) the
      aggregate amount of all Restricted Payments (the amount, if other than in cash,
      to be determined in good faith by the Board of Directors, whose determination
      shall be conclusive and evidenced by a Board Resolution) made after March 22,
      2004 shall exceed the sum of:

     

    
      	(i)  	
              95%
                of the aggregate amount of the Funds From Operations (or, if the
                amount of
                Funds From Operations is a loss, minus 100% of the amount of such
                loss)
                accrued on a cumulative basis during the period (taken as one accounting
                period) beginning January 1, 2004 and ending on the last day of the
                last
                fiscal quarter preceding the Transaction Date for which reports have
                been
                filed with the SEC or provided to the Trustee pursuant to the
                Section 4.15, plus

            


    

     

    
      	(ii)  	
              100%
                of the aggregate Net Cash Proceeds received by the Issuer after March
                22,
                2004 from the issuance and sale permitted by this Indenture of its
                Capital
                Stock (other than Disqualified Stock) to a Person who is not a Subsidiary
                of the Issuer, including from an issuance or sale permitted by this
                Indenture of Indebtedness of the Issuer for cash subsequent to March
                22,
                2004 upon the conversion of such Indebtedness into Capital Stock
                (other
                than Disqualified Stock) of the Issuer, or from the issuance to a
                Person
                who is not a Subsidiary of the Issuer of any options, warrants or
                other
                rights to acquire Capital Stock of the Issuer (in each case, exclusive
                of
                any Disqualified Stock or any options, warrants or other rights that
                are
                redeemable at the option of the holder, or are required to be redeemed,
                prior to the Stated Maturity of the Notes), plus

            


    

     

    
      	(iii)  	
              an
                amount equal to the net reduction in Investments (other than reductions
                in
                Permitted Investments) in any Person after March 22, 2004 resulting
                from
                payments of interest on Indebtedness, dividends, repayments of loans
                or
                advances, or other transfers of assets, in each case to the Issuer
                or any
                of its Restricted Subsidiaries or from the Net Cash Proceeds from
                the sale
                of any such Investment (except, in each case, to the extent any such
                payment or proceeds are included in the calculation of Funds From
                Operations) or from redesignations of Unrestricted Subsidiaries as
                Restricted Subsidiaries (valued in each case as provided in the definition
                of “Investments”) not to exceed, in each case, the amount of Investments
                previously made by the Issuer and its Restricted Subsidiaries in
                such
                Person or Unrestricted Subsidiary, plus

            


    

     

    
      	(iv)  	
              the
                fair market value of noncash tangible assets or Capital Stock acquired
                in
                exchange for an issuance of Capital Stock (other than Disqualified
                Stock
                or Capital Stock issued in exchange for Capital Stock of the Issuer
                pursuant to clauses (3) or (4) of the Section 4.09(c)) of
                the Issuer
                subsequent to March 22, 2004, plus

            


    

     

    
      	(v)  	
              $25
                million.

            


    

     

    (b)  Notwithstanding
      Section 4.09(a), the Issuer may declare or pay any dividend or make
      any
      distribution that is necessary to maintain the Issuer’s status as a REIT under
      the Code if:

     

    (1)  the
      aggregate principal amount of all outstanding Indebtedness of the Issuer and
      its
      Restricted Subsidiaries on a consolidated basis at such time is less than 60%
      of
      Adjusted Total Assets; and

     

    (2)  no
      Default or Event of Default shall have occurred and be continuing.

     

    (c)  The
      provisions of Section 4.09(a) and 4.09(b) shall not be violated by reason
      of:

     

    (1)  the
      payment of any dividend within 60 days after the date of declaration thereof
      if,
      at said date of declaration, such payment would comply with
      Section 4.09(b);

     

    (2) the
      redemption, repurchase, defeasance or other acquisition or retirement for value
      of Indebtedness that is subordinated in right of payment to the Notes including
      premium, if any, and accrued and unpaid interest, with the proceeds of, or
      in
      exchange for, Indebtedness Incurred under Section 4.08(d)(3);

     

    (3) the
      repurchase, redemption or other acquisition of Capital Stock of the Issuer
      or an
      Unrestricted Subsidiary (or options, warrants or other rights to acquire such
      Capital Stock) in exchange for, or out of the proceeds of an issuance of, shares
      of Capital Stock (other than Disqualified Stock) of the Issuer (or options,
      warrants or other rights to acquire such Capital Stock) within 90 days of such
      repurchase, redemption or other acquisition;

     

    (4) the
      making of any principal payment on, or the repurchase, redemption, retirement,
      defeasance or other acquisition for value of, Indebtedness of the Issuer which
      is subordinated in right of payment to the Notes in exchange for, or out of
      the
      proceeds of an issuance of, shares of the Capital Stock (other than Disqualified
      Stock) of the Issuer (or options, warrants or other rights to acquire such
      Capital Stock) within 90 days of such principal payment, repurchase, redemption,
      retirement, defeasance or other acquisition;

     

    (5) payments
      or distributions, to dissenting stockholders pursuant to applicable law pursuant
      to or in connection with a consolidation, merger or transfer of assets that
      complies with the provisions of this Indenture applicable to mergers,
      consolidations and transfers of all or substantially all of the property and
      assets of the Issuer; 

     

    (6) the
      payment of any regularly scheduled cash dividend on shares of cumulative
      preferred stock of the Issuer outstanding on March 22, 2004 as in effect on
      March 22, 2004;

     

    (7) the
      repurchase, redemption or other acquisition or retirement for value of any
      shares of Capital Stock of the Issuer held by any member of the Issuer’s (or any
      of the Restricted Subsidiaries’) management or other employees pursuant to (A)
      any management or employee equity subscription agreement, stock option agreement
      or similar agreement in an aggregate amount not to exceed $1 million in the
      aggregate in any 12-month period or (B) the terms of any employee stock option
      plan of the Issuer for the purpose of paying employee withholding taxes with
      respect to such shares; or

     

    (8) additional
      Restricted Payments in an aggregate amount not to exceed $15
      million;

     

    provided,
      however,
      that,
      except in the case of clauses (1) and (3), no Default or Event of Default shall
      have occurred and be continuing or occur as a direct consequence of the actions
      or payments set forth therein.

     

    Each
      Restricted Payment permitted pursuant to the immediately preceding
      paragraph (other than the Restricted Payment referred to in clause (2)
      of
      the immediately preceding paragraph or an exchange of Capital Stock
      for
      Capital Stock or Indebtedness referred to in clause (3) or (4) of the
      immediately preceding paragraph), and the Net Cash Proceeds from any issuance
      of
      Capital Stock referred to in clauses (3) and (4) of the immediately preceding
      paragraph, shall be included in calculating whether the conditions of
      Section 4.09(a)(C) have been met with respect to any subsequent Restricted
      Payments.

     

    
      	SECTION
              4.10.  	
              Maintenance
                of Total Unencumbered Assets.

            


    

     

    The
      Issuer and its Restricted Subsidiaries will maintain Total Unencumbered Assets
      of not less than 150% of the aggregate outstanding principal amount of the
      Unsecured Indebtedness of the Issuer and its Restricted Subsidiaries on a
      consolidated basis.

     

    
      	SECTION
              4.11.  	
              Limitations
                on Asset Sales.

            


    

     

    (a)  The
      Issuer will not, and will not permit any of its Restricted Subsidiaries to,
      consummate any Asset Sale, unless:

     

    (1)  the
      consideration received by the Issuer or such Restricted Subsidiary is at least
      equal to the fair market value of the assets sold or disposed of;
      and

     

    (2)  at
      least
      75% of the consideration received consists of cash or Temporary Cash
      Investments; provided,
      however,
      with
      respect to the sale of one or more healthcare properties that (A) up to 75%
      of
      the consideration may consist of indebtedness of the purchaser of such
      healthcare properties so long as such indebtedness is secured by a first
      priority Lien on the healthcare property or properties sold and (B) up to
      66-2/3% of the consideration may consist of indebtedness of the purchaser of
      such healthcare properties so long as such indebtedness is secured by a second
      priority Lien on the healthcare property or properties sold and such
      indebtedness together with all other indebtedness received pursuant to this
      clause (B) does not exceed $7.5 million in aggregate principal amount at any
      time outstanding.

     

    (b)  In
      the
      event and to the extent that the Net Cash Proceeds received by the Issuer or
      such Restricted Subsidiary from one or more Asset Sales occurring on or after
      the Closing Date in any period of 12 consecutive months exceed 5% of Adjusted
      Consolidated Net Tangible Assets (determined as of the date closest to the
      commencement of such 12-month period for which a consolidated balance sheet
      of
      the Issuer and its Restricted Subsidiaries has been filed with the SEC or
      provided to the Trustee pursuant to Section 4.15), then the Issuer shall
      or
      shall cause the relevant Restricted Subsidiary to:

     

    (1) within
      12
      months after the date Net Cash Proceeds so received exceed 5% of Adjusted
      Consolidated Net Tangible Assets:

     

    
      	(i)  	
              apply
                an amount equal to such excess Net Cash Proceeds to permanently reduce
                Indebtedness under the Line of Credit,
                or

            


    

     

    
      	(ii)  	
              invest
                an equal amount, or the amount not so applied pursuant to clause (i)
                of this Section 4.11(b)(1) (or enter into a definitive agreement
                committing to so invest within six months after the date of such
                agreement), in property or assets (which may include Permitted Mortgage
                Investments) (other than current assets) of a nature or type or that
                are
                used in a business (or in a Restricted Subsidiary having property
                and
                assets of a nature or type, or engaged in a business) similar or
                related
                to the nature or type of the property and assets of, or the business
                of,
                the Issuer or any of its Restricted Subsidiaries existing on the
                date of
                such Investment, and

            


    

     

    (2) apply
      (no
      later than the end of the 12-month period referred to in clause (1)) such excess
      Net Cash Proceeds (to the extent not applied pursuant to clause (1)) as provided
      in the following paragraph of this Section 4.11.

     

    The
      amount of such excess Net Cash Proceeds required to be applied (or to be
      committed to be applied) during such 12-month period as set forth in clause
      (1)
      of the preceding sentence and not applied as so required by the end of such
      period shall constitute “Excess
      Proceeds.”
      If, as
      of the first day of any calendar month, the aggregate amount of Excess Proceeds
      not previously subject to an Offer to Purchase pursuant to this
      Section 4.11 totals at least $10 million, the Issuer must commence,
      not
      later than the fifteenth Business Day of such month, and consummate an Offer
      to
      Purchase from the Holders of the Notes and, to the extent required by the terms
      of any Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness
      on a pro
      rata
      basis an
      aggregate principal amount of Notes (and Pari Passu Indebtedness) equal to
      the
      Excess Proceeds on such date, at a purchase price equal to 100% of the principal
      amount of the Notes (and Pari Passu Indebtedness), plus, in each case, accrued
      and unpaid interest, if any, to the Payment Date.

     

    
      	SECTION
              4.12.  	
              Limitations
                on Transactions with Affiliates.

            


    

     

    (a)  The
      Issuer will not, and will not permit any of its Restricted Subsidiaries to,
      directly or indirectly, enter into, renew or extend any transaction (including
      the purchase, sale, lease or exchange of property or assets, or the rendering
      of
      any service) with any holder (or any Affiliate of such holder) of 5% or more
      of
      any class of Capital Stock of the Issuer or with any Affiliate of the Issuer
      or
      any of its Restricted Subsidiaries, except upon fair and reasonable terms no
      less favorable to the Issuer or such Restricted Subsidiary than could be
      obtained, at the time of such transaction or, if such transaction is pursuant
      to
      a written agreement, at the time of the execution of the agreement providing
      therefor, in a comparable arm’s-length transaction with a Person that is not
      such a holder or an Affiliate.

     

    (b)  The
      limitation set forth in Section 4.12(a) does not limit, and shall not
      apply
      to:

     

    (1)  transactions
      (A) approved by a majority of the independent directors of the Board of
      Directors of the Issuer or (B) for which the Issuer or any Restricted Subsidiary
      delivers to the Trustee a written opinion of a nationally recognized investment
      banking firm stating that the transaction is fair to the Issuer or such
      Restricted Subsidiary from a financial point of view;

     

    (2)  any
      transaction solely between the Issuer and any of its Wholly Owned Restricted
      Subsidiaries or solely between Wholly Owned Restricted
      Subsidiaries;

     

    (3)  the
      payment of reasonable and customary fees and expenses to directors of the Issuer
      who are not employees of the Issuer;

     

    (4)  any
      Restricted Payments not prohibited by Section 4.09;

     

    (5)  any
      employment agreement entered into by the Issuer or any Restricted Subsidiary
      with an employee of the Issuer or such Restricted Subsidiary in the ordinary
      course consistent with past practice; or

     

    (6)  advances
      to employees of the Issuer or any Restricted Subsidiary for reasonable moving
      and relocation, entertainment and travel expenses and similar expenses in the
      ordinary course of business and consistent with past practice.

     

    (c)  Notwithstanding
      Section 4.12(a) and 4.12(b), any transaction or series of related
      transactions covered by Section 4.12(a) and not covered by clause (2)
      through (6) of Section 4.12(b):

     

    
      	(i)  	
              the
                aggregate amount of which exceeds $5 million in value must be approved
                or
                determined to be fair in the manner provided for in
                Section 4.12(b)(1)(A) or (B);
                and

            


    

     

    
      	(ii)  	
              the
                aggregate amount of which exceeds $10 million in value, must be determined
                to be fair in the manner provided for in
                Section 4.12(b)(1)(B);

            


    

     

    
      	SECTION
              4.13.  	
              Limitations
                on Dividend and Other Payment
                Restrictions

            


    

     

    Affecting
      Restricted Subsidiaries.

     

    (a)  The
      Issuer will not, and will not permit any of its Restricted Subsidiaries to,
      create or otherwise cause or suffer to exist or become effective any consensual
      encumbrance or restriction of any kind on the ability of any Restricted
      Subsidiary to:

     

    (1)  pay
      dividends or make any other distributions permitted by applicable law on any
      Capital Stock of such Restricted Subsidiary owned by the Issuer or any of its
      Restricted Subsidiaries;

     

    (2)  pay
      any
      Indebtedness owed to the Issuer or any other Restricted Subsidiary;

     

    (3)  make
      loans or advances to the Issuer or any other Restricted Subsidiary;
      or

     

    (4)  transfer
      its property or assets to the Issuer or any other Restricted
      Subsidiary.

     

    (b)  Section 4.13(a)
      shall not restrict any encumbrances or restrictions:

     

    (1)  existing
      on the Closing Date in this Indenture, the Line of Credit and any other
      agreement in effect on the Closing Date as in effect on the Closing Date, and
      any extensions, refinancings, renewals or replacements of such agreements;
      provided,
      however,
      that the
      encumbrances and restrictions in any such extensions, refinancings, renewals
      or
      replacements are no less favorable in any material respect to the Holders than
      those encumbrances or restrictions that are then in effect and that are being
      extended, refinanced, renewed or replaced;

     

    (2)  existing
      under or by reason of applicable law;

     

    (3)  existing
      with respect to any Person or the property or assets of such Person acquired
      by
      the Issuer or any Restricted Subsidiary, existing at the time of such
      acquisition and not Incurred in contemplation thereof, which encumbrances or
      restrictions are 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;

     

    (4)  in
      the
      case of Section 4.15(a)(4):

     

    
      	(i)  	
              that
                restrict in a customary manner the subletting, assignment or transfer
                of
                any property or asset that is a lease, license, conveyance or contract
                or
                similar property or asset,

            


    

     

    
      	(ii)  	
              existing
                by virtue of any transfer of, agreement to transfer, option or right
                with
                respect to, or Lien on, any property or assets of the Issuer or any
                Restricted Subsidiary not otherwise prohibited by this Indenture,
                or

            


    

     

    
      	(iii)  	
              arising
                or agreed to in the ordinary course of business, not relating to
                any
                Indebtedness, and that do not, individually or in the aggregate,
                detract
                from the value of property or assets of the Issuer or any Restricted
                Subsidiary in any manner material to the Issuer and its Restricted
                Subsidiaries taken as a whole;

            


    

     

    (5)  with
      respect to a Restricted Subsidiary and imposed pursuant to an agreement that
      has
      been entered into for the sale or disposition of all or substantially all of
      the
      Capital Stock of, or property and assets of, such Restricted
      Subsidiary;

     

    (6)  contained
      in the terms of any Indebtedness or any agreement pursuant to which such
      Indebtedness was issued if:

     

    
      	(i)  	
              the
                encumbrance or restriction applies only in the event of a payment
                default
                or a default with respect to a financial covenant contained in such
                Indebtedness or agreement,

            


    

     

    
      	(ii)  	
              the
                encumbrance or restriction is not materially more disadvantageous
                to the
                Holders of the Notes than is customary in comparable financings (as
                determined by the good faith judgment of the Board of Directors of
                the
                Issuer), and

            


    

     

    
      	(iii)  	
              the
                Board of Directors of the Issuer, in its good faith, determines that
                such
                encumbrance or restriction will not materially affect the Issuer’s ability
                to make principal or interest payments on the Notes;
                or

            


    

     

    (7)  restrictions
      on the transfer of assets subject to any Lien permitted under this Indenture
      imposed by the holder of such Lien.

     

    (c)  Nothing
      contained in this Section 4.13 shall prevent the Issuer or any Restricted
      Subsidiary from restricting the sale or other disposition of property or assets
      of the Issuer or any of its Restricted Subsidiaries that secure Indebtedness
      of
      the Issuer or any of its Restricted Subsidiaries.

     

    
      	SECTION
              4.14.  	
              Limitation
                on Issuances of Guarantees by
                Restricted

            


    

     

    Subsidiaries.

     

    (a)  The
      Issuer will not permit any of its Restricted Subsidiaries, directly or
      indirectly, to Guarantee any Indebtedness of the Issuer which ranks equally
      with
      or subordinate in right of payment to the Notes (“Guaranteed
      Indebtedness”),
      unless:

     

    (1)  such
      Restricted Subsidiary simultaneously executes and delivers a supplemental
      indenture to this Indenture providing for a Subsidiary Guarantee by such
      Restricted Subsidiary; and

     

    (2)  such
      Restricted Subsidiary waives and will not in any manner whatsoever claim or
      take
      the benefit or advantage of, any rights of reimbursement, indemnity or
      subrogation or any other rights against the Issuer or any other Restricted
      Subsidiary as a result of any payment by such Restricted Subsidiary under its
      Subsidiary Guarantee;

     

    provided,
      however,
      that
      this paragraph shall not be applicable to any Guarantee of any Restricted
      Subsidiary that existed at the time such Person became a Restricted Subsidiary
      and was not Incurred in connection with, or in contemplation of, such person
      becoming a Restricted Subsidiary. If the Guaranteed Indebtedness:

     

    
      	(i)  	
              ranks
                equally with the Notes, then the Guarantee of such Guaranteed Indebtedness
                shall rank equally with, or subordinate to, the Subsidiary Guarantee;
                or

            


    

     

    
      	(ii)  	
              is
                subordinate to the Notes, then the Guarantee of such Guaranteed
                Indebtedness shall be subordinated to the Subsidiary Guarantee at
                least to
                the extent that the Guaranteed Indebtedness is subordinated to the
                Notes.

            


    

     

    (b)  Any
      Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that
      it
      shall be automatically and unconditionally released and discharged
      upon:

     

    (1) any
      sale,
      exchange or transfer, to any Person not an Affiliate of the Issuer of all of
      the
      Capital Stock held by the Issuer and its Restricted Subsidiaries in, or all
      or
      substantially all the assets of, such Restricted Subsidiary (which sale,
      exchange or transfer is not prohibited by this Indenture); or

     

    (2) the
      release or discharge of the Guarantee which resulted in the creation of such
      Subsidiary Guarantee, except a discharge or release by or as a result of payment
      under such Guarantee.

     

    
      	SECTION
              4.15.  	
              Reports
                to Holders.

            


    

     

    Whether
      or not the Issuer is then required to file reports with the SEC, the Issuer
      shall file with the SEC all such reports and other information as it would
      be
      required to file with the SEC by Sections 13 (a) or 15 (d) under
      the
      Exchange Act if it was subject thereto; provided,
      however,
      that,
      if filing such documents by the Issuer with the SEC is not permitted under
      the
      Exchange Act, the Issuer shall provide such documents to the Trustee and upon
      written request supply copies of such documents to any prospective Holder.
      The
      Issuer shall supply the Trustee and each Holder or shall supply to the Trustee
      for forwarding to each Holder, without cost to such Holder, copies of such
      reports and other information.

     

    
      	SECTION
              4.16.  	
              Suspension
                of Covenants

            


    

     

    During
      a
      Suspension Period, the Issuer and its Subsidiaries will not be subject to
      Section 4.07, 4.09, 4.11, 4.12, 4.13 or 4.14. All other provisions of
      this
      Indenture shall continue to apply during any Suspension Period so long as any
      Notes remain outstanding.

     

    “Suspension
      Period”
      means
      any period (1) beginning on the date that:

     

    (1)  the
      Notes
      have Investment Grade status by both Rating Agencies;

     

    (2)  no
      Default or Event of Default has occurred and is continuing; and

     

    (3)  the
      Issuer has delivered an Officers’ Certificate to the Trustee certifying that the
      conditions set forth in clauses (1) and (2) above are satisfied;
      and

     

    (2) ending
      on
      the date (the “Reversion
      Date”)
      that
      the Notes cease to have Investment Grade Status.

     

    On
      each
      Reversion Date, all Indebtedness incurred during the Suspension Period prior
      to
      such Reversion Date will be deemed to have been outstanding on the Closing
      Date.

     

    For
      purposes of calculating the amount available to be made as Restricted Payments
      under Section 4.09(a)(C), calculations under that clause will be made
      with
      reference to the Transaction Date as set forth in that clause. Accordingly,
      (x)
      Restricted Payments made during the Suspension Period permitted pursuant to
      any
      of clauses (1) through (8) of Section 4.09(c), will reduce the amount
      available to be made as Restricted Payments under Section 4.09(a)(C)
      to the
      extent that would otherwise be required by the second paragraph of
      Section 4.09(b); provided,
      however,
      that
      the amount available to be made as a Restricted Payment on the Transaction
      Date
      shall not be reduced to below zero solely as a result of such Restricted
      Payments, but may be reduced to below zero as a result of cumulative Funds
      from
      Operations for the purpose of Section 4.09(a)(C)(i) being a negative,
      and
      (y) the items specified in Section 4.09(a)(C)(i), (ii), (iii)
      and (iv)
      that occur during the Suspension Period will increase the amount available
      to be
      made as Restricted Payment under Section 4.09(a)(C). Any Restricted
      Payment
      made during the Suspension Period that are of the type described in
      Section 4.09(c) (other than the Restricted Payment referred to in
      clause (2) of Section 4.09(c) or an exchange of Capital Stock
      for
      Capital Stock or Indebtedness referred to in clause (3) or (4) of
      Section 4.09(c)), and the Net Cash Proceeds from any issuance of Capital
      Stock referred to in clauses (3) and (4) of Section 4.09(c)
      shall
      be included in calculating the amounts permitted to be incurred under
      Section 4.09(a)(C) on each Reversion Date.

     

    For
      purposes of Section 4.11, on each Reversion Date, the unutilized Excess
      Proceeds will be reset to zero.

     

    During
      any Suspension Period, the Issuer will not, and will not permit any of its
      Restricted Subsidiaries to, make any Investment in an Unrestricted
      Subsidiary.

     

    ARTICLE
      FIVE  

     

    


     

    SUCCESSOR
      CORPORATION

     

    
      	SECTION
              5.01.  	
              Consolidation,
                Merger and Sale of Assets.

            


    

     

    (a)  The
      Issuer will not consolidate with or merge with or into, or sell, convey,
      transfer, lease or otherwise dispose of all or substantially of its property
      and
      assets (as an entirety or substantially an entirety in one transaction or a
      series of related transactions) to, any Person or permit any Person to merge
      with or into the Issuer unless:

     

    (1)  the
      Issuer shall be the continuing Person, or the Person (if other than the Issuer)
      formed by such consolidation or into which the Issuer is merged or that acquired
      or leased such property and assets of the Issuer shall be a corporation
      organized and validly existing under the laws of the United States of America
      or
      any state or jurisdiction thereof and shall expressly assume, by a supplemental
      indenture, executed and delivered to the Trustee, all of the obligations of
      the
      Issuer on the Notes and under this Indenture;

     

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

     

    (3)  immediately
      after giving effect to such transaction on a pro
      forma
      basis
      the Issuer, or any Person becoming the successor obligor of the Notes, as the
      case may be, could Incur at least $1.00 of Indebtedness under
      paragraphs (a), (b) and (c) of Section 4.08; provided,
      however,
      that
      this clause (3) shall not apply to a consolidation or merger with or into a
      Wholly Owned Restricted Subsidiary with a positive net worth; provided
      further,
      however,
      that,
      in connection with any such merger or consolidation, no consideration (other
      than Capital Stock (other than Disqualified Stock) in the surviving Person
      or
      the Issuer) shall be issued or distributed to the holders of Capital Stock
      of
      the Issuer; and

     

    (4)  the
      Issuer delivers to the Trustee an Officers’ Certificate (attaching the
      arithmetic computations to demonstrate compliance with clause (3) above) and
      an
      Opinion of Counsel, in each case stating that such consolidation, merger or
      transfer and such supplemental indenture complies with this Section 5.01
      and that all conditions precedent provided for herein relating to such
      transaction have been complied with; provided,
      however,
      that
      clause (3) above does not apply if, in the good faith determination of the
      Board
      of Directors of the Issuer, whose determination shall be evidenced by a Board
      Resolution, the principal purpose of such transaction is to change the state
      of
      domicile of the Issuer; provided
      further,
      however,
      that
      any such transaction shall not have as one of its purposes the evasion of the
      foregoing limitations.

     

    (b)  Except
      as
      provided in Section 10.04, no Subsidiary Guarantor may consolidate with
      or
      merge with or into (whether or not such Subsidiary Guarantor is the surviving
      Person) another Person, unless: 

     

    (1)  either
      such Subsidiary Guarantor shall be the continuing Person or the Person (if
      other
      than such Subsidiary Guarantor) formed by such consolidation or into which
      Subsidiary Guarantor is merged shall be a corporation or other legal entity
      organized and validly existing under the laws of the United States of America
      or
      any state or jurisdiction thereof and shall expressly assume, by a supplemental
      indenture, executed and delivered to the Trustee, all of the obligations of
      such
      Subsidiary Guarantor under the Subsidiary Guarantee of such Subsidiary Guarantor
      and under this Indenture;

     

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

     

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

     

    (d)  Upon
      any
      such consolidation, combination or merger of the Issuer or a Subsidiary
      Guarantor, or any such sale, conveyance, transfer, lease or other disposition
      of
      all or substantially all of the assets of the Issuer in accordance with this
      Section 5.01, in which the Issuer or such Subsidiary Guarantor is not
      the
      continuing obligor under the Notes or its Subsidiary Guarantee, the surviving
      entity formed by such consolidation or into which the Issuer or such Subsidiary
      Guarantor is merged or the entity to which the sale, conveyance, transfer,
      lease
      or other disposition is made will succeed to, and be substituted for, and may
      exercise every right and power of, the Issuer or such Subsidiary Guarantor
      under
      this Indenture and, the Notes and the Subsidiary Guarantees with the same effect
      as if such surviving entity had been named therein as the Issuer or such
      Subsidiary Guarantor and, except in the case of a lease, the Issuer or such
      Subsidiary Guarantor, as the case may be, will be released from the obligation
      to pay the principal of and interest on the Notes or in respect of its
      Subsidiary Guarantee, as the case may be, and all of the Issuer’s or such
      Subsidiary Guarantor’s other obligations and covenants under the Notes, this
      Indenture and its Subsidiary Guarantee, if applicable.

     

    (e)  Notwithstanding
      the foregoing, any Restricted Subsidiary may consolidate with or merge with
      or
      into the Issuer or another Restricted Subsidiary.

     

    ARTICLE
      SIX  

     

    


     

    DEFAULT
      AND REMEDIES

     

    
      	SECTION
              6.01.  	
              Events
                of Default.

            


    

     

    Each
      of
      the following is an “Event
      of Default”:

     

    (1)  default
      in the payment of principal of, or premium, if any, on any Note when they are
      due and payable at maturity, upon acceleration, redemption or
      otherwise;

     

    (2)  default
      in the payment of interest on any Note when they are due and payable, and such
      default continues for a period of 30 days;

     

    (3)  default
      in the performance or breach of the provisions of this Indenture applicable
      to
      mergers, consolidations and transfers of all or substantially all of the assets
      of the Issuer or the failure by the Issuer to make or consummate an Offer to
      Purchase in accordance with Section 4.07 or Section 4.11;

     

    (4)  the
      Issuer defaults in the performance of or breaches any other covenant or
      agreement of the Issuer in this Indenture or under the Notes (other than a
      default specified in clause (1), (2) or (3) above) and such default or breach
      continues for a period of 30 consecutive days after written notice by the
      Trustee or the Holders of 25% or more in aggregate principal amount of the
      Notes;

     

    (5)  there
      occurs with respect to any issue or issues of Indebtedness of the Issuer or
      any
      Significant Subsidiary having an outstanding principal amount of $10 million
      or
      more in the aggregate for all such issues of all such Persons, whether such
      Indebtedness now exists or shall hereafter be created,

     

    
      	(i)  	
              an
                event of default that has caused the Holder thereof to declare such
                Indebtedness to be due and payable prior to its Stated Maturity and
                such
                Indebtedness has not been discharged in full or such acceleration
                has not
                been rescinded or annulled within 30 days of such acceleration
                and/or

            


    

     

    
      	(ii)  	
              the
                failure to make a principal payment at the final (but not any interim)
                fixed maturity and such defaulted payment shall not have been made,
                waived
                or extended within 30 days of such payment
                default;

            


    

     

    (6)  any
      final
      judgment or order (not covered by insurance) for the payment of money in excess
      of $10 million in the aggregate for all such final judgments or orders against
      all such Persons (treating any deductibles, self-insurance or retention as
      not
      covered by insurance):

     

    
      	(i)  	
              shall
                be rendered against the Issuer or any Significant Subsidiary and
                shall not
                be paid or discharged, and

            


    

     

    
      	(ii)  	
              and
                there shall be any period of 60 consecutive days following entry
                of the
                final judgment or order that causes the aggregate amount for all
                such
                final judgments or orders outstanding and not paid or discharged
                against
                all such Persons to exceed $10 million during which a stay of enforcement
                of such final judgment or order, by reason of a pending appeal or
                otherwise, shall not be in effect;

            


    

     

    (7)  a
      court
      of competent jurisdiction enters a decree or order for:

     

    
      	(i)  	
              relief
                in respect of the Issuer or any Significant Subsidiary in an involuntary
                case under any Bankruptcy Law now or hereafter in
                effect,

            


    

     

    
      	(ii)  	
              appointment
                of a receiver, liquidator, assignee, custodian, trustee, sequestrator
                or
                similar official of the Issuer or any Significant Subsidiary or for
                all or
                substantially all of the property and assets of the Issuer or any
                Significant Subsidiary, or

            


    

     

    
      	(iii)  	
              the
                winding up or liquidation of the affairs of the Issuer or any Significant
                Subsidiary and, in each case, such decree or order shall remain unstayed
                and in effect for a period of 60 consecutive days;
                or

            


    

     

    (8)  the
      Issuer or any Significant Subsidiary:

     

    
      	(i)  	
              commences
                a voluntary case under any Bankruptcy Law now or hereafter in effect,
                or
                consents to the entry of an order for relief in an involuntary case
                under
                such law,

            


    

     

    
      	(ii)  	
              consents
                to the appointment of or taking possession by a receiver, liquidator,
                assignee, custodian trustee, sequestrator or similar official of
                the
                Issuer or such Significant Subsidiary or for all or substantially
                all of
                the property and assets of the Issuer or such Significant Subsidiary,
                or

            


    

     

    
      	(iii)  	
              effects
                any general assignment for the benefit of its
                creditors.

            


    

     

    
      	SECTION
              6.02.  	
              Acceleration.

            


    

     

    If
      an
      Event of Default (other than an Event of Default specified in clause (7) or
      (8)
      of Section 6.01 that occurs with respect to the Issuer) occurs and is
      continuing under this Indenture, the Trustee or the Holders of at least 25%
      in
      aggregate principal amount of the Notes then outstanding, by written notice
      to
      the Issuer (and to the Trustee if such notice is given by the Holders), may,
      and
      the Trustee at the request of the Holders of at least 25% in aggregate principal
      amount of the Notes then outstanding shall, declare the principal of, premium,
      if any, and accrued interest on the Notes to be immediately due and payable.
      Upon a declaration of acceleration, such principal of, premium, if any, and
      accrued interest shall be immediately due and payable. In the event of a
      declaration of acceleration because an Event of Default set forth in clause
      (5)
      of Section 6.01 has occurred and is continuing, such declaration of
      acceleration shall be automatically rescinded and annulled if the event of
      default triggering such Event of Default pursuant to clause (5) of
      Section 6.01 shall be remedied or cured by the Issuer or the relevant
      Significant Subsidiary or waived by the holders of the relevant Indebtedness
      within 60 days after the declaration of acceleration with respect
      thereto.

     

    If
      an
      Event or Default specified in clause (7) or (8) of Section 6.01 occurs
      with
      respect to the Issuer, the principal of, premium, if any, and accrued interest
      on the Notes then outstanding shall automatically become and be immediately
      due
      and payable without any declaration or other act on the part of the Trustee
      or
      any Holder. The Holders of at least a majority in principal amount of the
      outstanding Notes by written notice to the Issuer and to the Trustee, may waive
      all past defaults and rescind and annul a declaration of acceleration and its
      consequences if:

     

    
      	 	
              (x)

            	
              all
                existing Events of Default, other than the nonpayment of the principal
                of,
                premium, if any, and interest on the Notes that have become due solely
                by
                such declaration of acceleration, have been cured or
                waived;

            


    

     

    
      	 	
              (y)

            	
              the
                rescission would not conflict with any judgment or decree of a court
                of
                competent jurisdiction; and

            


    

     

    
      	 	
              (z)

            	
              in
                the event of a cure or waiver of a Default of the type set forth
                in
                Section 6.01(7) or (8), the Trustee shall have received an Officers’
                Certificate and an Opinion of Counsel that such Default has been
                cured or
                waived.

            


    

     

    No
      such
      rescission shall affect any subsequent Default or impair any right consequent
      thereto.

     

    
      	SECTION
              6.03.  	
              Other
                Remedies.

            


    

     

    If
      a
      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
      interest on, the Notes or to enforce the performance of any provision of the
      Notes or this Indenture.

     

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

     

    
      	SECTION
              6.04.  	
              Waiver
                of Past Defaults.

            


    

     

    Subject
      to Sections 2.09, 6.07 and 9.02, the Holders of a majority in principal
      amount of the outstanding Notes (which may include consents obtained in
      connection with a tender offer or exchange offer of Notes) by notice to the
      Trustee may waive an existing Default and its consequences, except a Default
      in
      the payment of principal of, or interest on, any Note as specified in
      Section 6.01(1) or (2). The Issuer shall deliver to the Trustee an
      Officers’ Certificate stating that the requisite percentage of Holders have
      consented to such waiver and attaching copies of such consents. When a Default
      is waived, it is cured and ceases.

     

    
      	SECTION
              6.05.  	
              Control
                by Majority.

            


    

     

    The
      Holders of at least a majority in principal amount of the outstanding Notes
      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 it.
      Subject to Section 7.01, however, the Trustee may refuse to follow any
      direction that conflicts with any law or this Indenture, that may involve the
      Trustee in personal liability, or that the Trustee determines in good faith
      may
      be unduly prejudicial to the rights of another Holder; provided,
      however,
      that
      the Trustee may take any other action deemed proper by the Trustee which is
      not
      inconsistent with such direction.

     

    In
      the
      event the Trustee takes any action or follows any direction pursuant to this
      Indenture, the Trustee shall be entitled to indemnification against any loss
      or
      expense caused by taking such action or following such direction.

     

    
      	SECTION
              6.06.  	
              Limitation
                on Suits.

            


    

     

    No
      Holder
      will have any right to institute any proceeding with respect to this Indenture
      or for any remedy thereunder, unless the Trustee:

     

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

     

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

     

    (3)  such
      Holder or Holders offer the Trustee indemnity satisfactory to the Trustee
      against any costs, liability or expense;

     

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

     

    (5)  during
      such 60-day period, the Holders of a majority in aggregate principal amount
      of
      the outstanding Notes do not give the Trustee a direction that is inconsistent
      with the request.

     

    However,
      such limitations do not apply to a suit instituted by a Holder of any Note
      for
      enforcement of payment of the principal of or interest on such Note on or after
      the due date therefor.

     

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

     

    
      	SECTION
              6.07.  	
              Rights
                of Holders To Receive Payment.

            


    

     

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

     

    
      	SECTION
              6.08.  	
              Collection
                Suit by Trustee.

            


    

     

    If
      a
      Default in payment of principal or interest specified in Section 6.01(1)
      or
      (2) occurs and is continuing, the Trustee may recover judgment in its own name
      and as trustee of an express trust against the Issuer or any other obligor
      on
      the Notes for the whole amount of principal and accrued interest and fees
      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 per
      annum
      borne by
      the Notes and such further amount as shall be sufficient to cover the costs
      and
      expenses of collection, including the reasonable compensation, expenses,
      disbursements and advances of the Trustee, its agents and counsel.

     

    
      	SECTION
              6.09.  	
              Trustee
                May File Proofs of Claim.

            


    

     

    The
      Trustee may file such proofs of claim and other papers or documents as may
      be
      necessary or advisable in order to have the claims of the Trustee (including
      any
      claim for the compensation, expenses, disbursements and advances of the Trustee,
      its agents and counsel) and the Holders allowed in any judicial proceedings
      relating to the Issuer, their creditors or their property and shall be entitled
      and empowered to collect and receive any monies or other property payable or
      deliverable on any such claims and to distribute the same, and any Custodian
      in
      any such judicial proceedings is hereby authorized by each Holder to make such
      payments to the Trustee and, in the event that the Trustee shall consent to
      the
      making of such payments directly to the Holders, to pay to the Trustee any
      amount due to it for the reasonable compensation, expenses, disbursements and
      advances of the Trustee, its agent and counsel, and any other amounts due the
      Trustee under Section 7.07. Nothing herein contained shall be deemed
      to
      authorize the Trustee to authorize or consent to or accept or adopt on behalf
      of
      any Holder any plan of reorganization, arrangement, adjustment or composition
      affecting the Notes or the rights of any Holder thereof, or to authorize the
      Trustee to vote in respect of the claim of any Holder in any such proceeding.
      The Trustee shall be entitled to participate as a member of any official
      committee of creditors in the matters as it deems necessary or
      advisable.

     

    
      	SECTION
              6.10.  	
              Priorities.

            


    

     

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

     

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

     

    Second:
      to Holders for interest accrued on the Notes, ratably, without preference or
      priority of any kind, according to the amounts due and payable on the Notes
      for
      interest;

     

    Third:
      to
      Holders for principal amounts due and unpaid on the Notes, ratably, without
      preference or priority of any kind, according to the amounts due and payable
      on
      the Notes for principal; and

     

    Fourth:
      to the Issuer or, if applicable, the Subsidiary Guarantors, as their respective
      interests may appear. 

     

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

     

    
      	SECTION
              6.11.  	
              Undertaking
                for Costs.

            


    

     

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

     

    ARTICLE
      SEVEN  

     

    


     

    TRUSTEE

     

    
      	SECTION
              7.01.  	
              Duties
                of Trustee.

            


    

     

    (a)  If
      a
      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 person would exercise or use under
      the
      circumstances in the conduct of his or her own affairs. 

     

    (b)  Except
      during the continuance of a Default:

     

    (1)  The
      Trustee need perform only those duties as are specifically set forth herein
      or
      in the Trust Indenture Act and no duties, covenants, responsibilities or
      obligations shall be implied in 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 (including Officers’ Certificates) or opinions (including
      Opinions of Counsel) furnished to the Trustee and conforming to the requirements
      of this Indenture. However, in the case of any such certificates or opinions
      which by any provision hereof are specifically required to be furnished to
      the
      Trustee, the Trustee shall examine the certificates and opinions to determine
      whether or not they conform to the requirements of this Indenture.

     

    (c)  Notwithstanding
      anything to the contrary herein, 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 Section 7.01(b).

     

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

     

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

     

    (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 duties hereunder or to take or omit to take any action under this Indenture
      or take any action at the request or direction of Holders if it shall have
      reasonable grounds for believing that repayment of such funds is not assured
      to
      it.

     

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

     

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

     

    (g)  In
      the
      absence of bad faith, negligence or willful misconduct on the part of the
      Trustee, the Trustee shall not be responsible for the application of any money
      by any Paying Agent other than the Trustee.

     

    
      	SECTION
              7.02.  	
              Rights
                of Trustee.

            


    

     

    Subject
      to Section 7.01:

     

    (a)  The
      Trustee may rely conclusively on any resolution, certificate (including any
      Officers’ Certificate), statement, instrument, opinion (including any Opinion of
      Counsel), notice, request, direction, consent, order, bond, debenture, or other
      paper or document believed by it to be genuine and to have been signed or
      presented by the proper Person. The Trustee need not investigate any fact or
      matter stated in the document.

     

    (b)  Before
      the Trustee acts or refrains from acting, it may require an Officers’
      Certificate and an Opinion of Counsel, which shall conform to the provisions
      of
      Section 11.05. The Trustee shall not be liable for any action it takes
      or
      omits to take in good faith in reliance on such Officer’s Certificate or Opinion
      of Counsel.

     

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

     

    (d)  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 under this Indenture.

     

    (e)  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.

     

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

     

    (g)  The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate (including any Officers’ Certificate),
      statement, instrument, opinion (including any Opinion of Counsel), notice,
      request, direction, consent, order, bond, debenture, or other paper or document,
      but the Trustee, in its discretion, may make such further inquiry or
      investigation into such facts or matters as it may see fit and, if the Trustee
      shall determine to make such further inquiry or investigation, it shall be
      entitled, upon reasonable notice to the Issuer, to examine the books, records,
      and premises of the Issuer, personally or by agent or attorney at the sole
      cost
      of the Issuer.

     

    (h)  The
      Trustee shall not be required to give any bond or surety in respect of the
      performance of its powers and duties hereunder.

     

    (i)  The
      permissive rights of the Trustee to do things enumerated in this Indenture
      shall
      not be construed as duties.

     

    (j)  Except
      with respect to Section 4.01 and 4.05, the Trustee shall have no duty
      to
      inquire as to the performance of the Issuer with respect to the covenants
      contained in Article 4. In addition, the Trustee shall not be deemed to have
      knowledge of an Event of Default except (i) any Default or Event of Default
      occurring pursuant to Sections 4.01, 6.01(1) or 6.01(2) or (ii) any
      Default
      or Event of Default known to a Responsible Officer.

     

    (k)  The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including its right to be indemnified, are extended to, and shall be enforceable
      by, the Trustee in each of its capacities hereunder, and to each agent,
      custodian and other Person employed to act hereunder.

     

    
      	SECTION
              7.03.  	
              Individual
                Rights of Trustee.

            


    

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Notes and may otherwise deal with the Issuer, its Subsidiaries or its
      respective Affiliates with the same rights it would have if it were not Trustee.
      Any Agent may do the same with like rights. However, the Trustee must comply
      with Sections 7.10 and 7.11.

     

    
      	SECTION
              7.04.  	
              Trustee’s
                Disclaimer.

            


    

     

    The
      Trustee shall not be responsible for and makes no representation as to the
      validity or adequacy of this Indenture or the Notes, it shall not be accountable
      for the Issuer’s use of the proceeds from the Notes, and it shall not be
      responsible for any statement of the Issuer in this Indenture or any document
      issued in connection with the sale of Notes or any statement in the Notes other
      than the Trustee’s certificate of authentication. The Trustee makes no
      representations with respect to the effectiveness or adequacy of this
      Indenture.

     

    
      	SECTION
              7.05.  	
              Notice
                of Default.

            


    

     

    If
      a
      Default occurs and is continuing and is deemed to be known to the Trustee
      pursuant to Section 7.02(j), the Trustee shall mail to each Holder notice of
      the
      uncured Default within 30 days after such Default occurs. Except in the case
      of
      a Default in payment of principal of, or interest on, any Note, including an
      accelerated payment and the failure to make a payment on a Payment Date pursuant
      to an Offer to Purchase or a Default in complying with the provisions of Article
      Five, the Trustee may withhold the notice if and so long as the Board of
      Directors, the executive committee, or a trust committee of directors and/or
      Responsible Officers, of the Trustee in good faith determines that withholding
      the notice is in the interest of the Holders.

     

    
      	SECTION
              7.06.  	
              Reports
                by Trustee to Holders.

            


    

     

    Within
      60
      days after each January 1, beginning with January 1, 2005, the
      Trustee
      shall, to the extent that any of the events described in Trust Indenture Act
      § 313(a) occurred within the previous twelve months, but not otherwise,
      mail to each Holder a brief report dated as of such date that complies with
      Trust Indenture Act § 313(a). The Trustee also shall comply with Trust
      Indenture Act §§ 313(b), 313(c) and 313(d).

     

    A
      copy of
      each report at the time of its mailing to Holders shall be mailed to the Issuer
      and filed with the SEC and each securities exchange, if any, on which the Notes
      are listed.

     

    The
      Issuer shall notify the Trustee if the Notes become listed on any securities
      exchange or of any delisting thereof and the Trustee shall comply with Trust
      Indenture Act § 313(d).

     

    
      	SECTION
              7.07.  	
              Compensation
                and Indemnity.

            


    

     

    The
      Issuer shall pay to the Trustee from time to time such compensation as the
      Issuer and the Trustee shall from time to time agree in writing for its services
      hereunder. The Trustee’s compensation shall not be limited by any law on
      compensation of a trustee of an express trust. The Issuer shall reimburse the
      Trustee upon request for all reasonable disbursements, expenses and advances
      (including reasonable fees and expenses of counsel) incurred or made by it
      in
      addition to the compensation for its services, except any such disbursements,
      expenses and advances as may be attributable to the Trustee’s negligence, bad
      faith or willful misconduct. Such expenses shall include the reasonable fees
      and
      expenses of the Trustee’s agents and counsel.

     

    The
      Issuer shall indemnify each of the Trustee or any predecessor Trustee and its
      agents for, and hold them harmless against, any and all loss, damage, claims
      including taxes (other than taxes based upon, measured by or determined by
      the
      income of the Trustee), liability or expense incurred by them except for such
      actions to the extent caused by any negligence, bad faith or willful misconduct
      on their part, arising out of or in connection with the acceptance or
      administration of this trust including the reasonable costs and expenses of
      defending themselves against or investigating any claim or liability in
      connection with the exercise or performance of any of the Trustee’s rights,
      powers or duties hereunder. The Trustee shall notify the Issuer promptly of
      any
      claim asserted against the Trustee or any of its agents for which it may seek
      indemnity. The Issuer may, subject to the approval of the Trustee (which
      approval shall not be unreasonably withheld), defend the claim and the Trustee
      shall cooperate in the defense. The Trustee and its agents subject to the claim
      may have separate counsel and the Issuer shall pay the reasonable fees and
      expenses of such counsel; provided,
      however,
      that the
      Issuer will not be required to pay such fees and expenses if, subject to the
      approval of the Trustee (which approval shall not be unreasonably withheld),
      it
      assumes the Trustee’s defense and there is no conflict of interest between the
      Issuer and the Trustee and its agents subject to the claim in connection with
      such defense as reasonably determined by the Trustee. The Issuer need not pay
      for any settlement made without its written consent. The Issuer need not
      reimburse any expense or indemnify against any loss or liability to the extent
      incurred by the Trustee through its negligence, bad faith or willful
      misconduct.

     

    To
      secure
      the Issuer’s payment obligations in this Section 7.07, the Trustee shall
      have a Lien prior to the Notes against all money or property held or collected
      by the Trustee, in its capacity as Trustee, except money or property held in
      trust to pay principal and interest on particular Notes. 

     

    When
      the
      Trustee incurs expenses or renders services after a Default specified in
      Section 6.01(7) or 6.01(8) occurs, such expenses and the compensation
      for
      such services shall be paid to the extent allowed under any Bankruptcy
      Law.

     

    Notwithstanding
      any other provision in this Indenture, the foregoing provisions of this
      Section 7.07 shall survive the satisfaction and discharge of this Indenture
      or the appointment of a successor Trustee.

     

    
      	SECTION
              7.08.  	
              Replacement
                of Trustee.

            


    

     

    The
      Trustee may resign at any time by so notifying the Issuer in writing. The
      Holders of a majority in principal amount of the outstanding Notes may remove
      the Trustee by so notifying the Issuer and the Trustee and may appoint a
      successor Trustee. The Issuer may remove the Trustee if:

     

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

     

    (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 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 Issuer shall notify each Holder of such event and shall
      promptly appoint a successor Trustee. Within one year after the successor
      Trustee takes office, the Holders of a majority in principal amount of the
      Notes
      may appoint a successor Trustee to replace the successor Trustee appointed
      by
      the Issuer.

     

    A
      successor Trustee shall deliver a written acceptance of its appointment to
      the
      retiring Trustee and to the Issuer. Immediately after that, the retiring Trustee
      shall transfer, after payment of all sums then owing to the Trustee pursuant
      to
      Section 7.07, all property held by it as Trustee to the successor Trustee,
      subject to the Lien provided in Section 7.07, 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
      Holder.

     

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

     

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

     

    Notwithstanding
      replacement of the Trustee pursuant to this Section 7.08, the Issuer’s
      obligations under Section 7.07 shall continue for the benefit of the
      retiring Trustee.

     

    
      	SECTION
              7.09.  	
              Successor
                Trustee by Merger, Etc.

            


    

     

    If
      the
      Trustee consolidates with, merges or converts into, or transfers all or
      substantially all of its corporate trust business to, another corporation,
      the
      resulting, surviving or transferee corporation without any further act shall,
      if
      such resulting, surviving or transferee corporation is otherwise eligible
      hereunder, be the successor Trustee; provided
      that
      such corporation shall be otherwise qualified and eligible under this Article
      Seven.

     

    
      	SECTION
              7.10.  	
              Eligibility;
                Disqualification.

            


    

     

    This
      Indenture shall always have a Trustee who satisfies the requirement of Trust
      Indenture Act §§ 310(a)(1), 310(a)(2) and 310(a)(5). The Trustee shall have
      a combined capital and surplus of at least $150,000,000 as set forth in its
      most
      recent published annual report of condition. The Trustee shall comply with
      Trust
      Indenture Act § 310(b); provided,
      however,
      that
      there shall be excluded from the operation of Trust Indenture Act
§ 310(b)(1) any indenture or indentures under which other securities,
      or
      certificates of interest or participation in other securities, of the Issuer
      are
      outstanding, if the requirements for such exclusion set forth in Trust Indenture
      Act § 310(b)(1) are met. The provisions of Trust Indenture Act § 310
      shall apply to the Issuer and any other obligor of the Notes.

     

    
      	SECTION
              7.11.  	
              Preferential
                Collection of Claims Against the Issuer.

            


    

     

    The
      Trustee, in its capacity as Trustee hereunder, shall comply with Trust Indenture
      Act § 311(a), excluding any creditor relationship listed in Trust Indenture
      Act § 311(b). A Trustee who has resigned or been removed shall be subject
      to Trust Indenture Act § 311(a) to the extent indicated.

     

    ARTICLE
      EIGHT  

     

    


     

    DISCHARGE
      OF INDENTURE;
      DEFEASANCE

     

    
      	SECTION
              8.01.  	
              Termination
                of the Issuer’s Obligations.

            


    

     

    The
      Issuer may terminate its obligations under the Notes and this Indenture and
      the
      obligations of the Subsidiary Guarantors under the Subsidiary Guarantees and
      this Indenture and this Indenture shall cease to be of further effect, except
      those obligations referred to in the penultimate paragraph of this
      Section 8.01, if:

     

    (1)  either

     

    (A)  all
      the
      Notes theretofore authenticated and delivered (except lost, stolen or destroyed
      Notes which have been replaced or paid and Notes for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Issuer and thereafter repaid to the Issuer or discharged from such trust) have
      been delivered to the Trustee for cancellation; or

     

    (B)  all
      Notes
      not theretofore delivered to the Trustee for cancellation (1) have become
      due and payable or (2) will become due and payable within one year,
      or are
      to be called for redemption within one year, under arrangements reasonably
      satisfactory to the Trustee for the giving of notice of redemption by the
      Trustee in the name, and at the expense, of the Issuer, and the Issuer has
      irrevocably deposited or caused to be deposited with the Trustee funds in an
      amount sufficient to pay and discharge the entire Indebtedness on the Notes
      not
      theretofore delivered to the Trustee for cancellation, for principal of,
      premium, if any, and interest on the Notes to the date of maturity or
      redemption, as the case may be, together with irrevocable instructions from
      the
      Issuer directing the Trustee to apply such funds to the payment thereof at
      maturity or redemption, as the case may be;

     

    (2)  the
      Issuer has paid all sums payable by them under this Indenture, and

     

    (3)  the
      Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel stating that all conditions precedent under this Indenture relating
      to
      the satisfaction and discharge of this Indenture have been complied
      with.

     

    In
      the
      case of clause (B) of this Section 8.01, and subject to the next sentence
      and notwithstanding the foregoing paragraph, the Issuer’s obligations in
      Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.03 (as to legal existence
      of
      the Issuer only), 7.07, 8.05 and 8.06 shall survive until the Notes are no
      longer outstanding pursuant to the last paragraph of Section 2.08.
      After the Notes are no longer outstanding, the Issuer’s obligations in
      Sections 7.07, 8.05 and 8.06 shall survive.

     

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

     

    
      	SECTION
              8.02.  	
              Legal
                Defeasance and Covenant Defeasance.

            


    

     

    (a)  The
      Issuer may, at its option and at any time, elect to have either
      paragraph (b) or (c) below be applied to all outstanding Notes upon
      compliance with the conditions set forth in Section 8.03.

     

    (b)  Upon
      the
      Issuer’s exercise under Section 8.02(a) hereof of the option applicable to
      this Section 8.02(b), the Issuer and the Subsidiary Guarantors shall,
      subject to the satisfaction of the conditions set forth in Section 8.03,
      be
      deemed to have been discharged from their obligations with respect to all
      outstanding Notes on the date the conditions set forth below are satisfied
      (hereinafter, “Legal
      Defeasance”).
      For
      this purpose, Legal Defeasance means that the Issuer and the Subsidiary
      Guarantors shall be deemed to have paid and discharged the entire Indebtedness
      represented by the outstanding Notes and Subsidiary Guarantees, which shall
      thereafter be deemed to be “outstanding” only for the purposes of
      Section 8.04 hereof and the other Sections of this Indenture
      referred
      to in (i) and (ii) below, and to have satisfied all its other obligations under
      such Notes and this Indenture and the Subsidiary Guarantors shall be deemed
      to
      have satisfied all of their obligations under the Subsidiary Guarantees and
      this
      Indenture (and the Trustee, on demand of and at the expense of the Issuer,
      shall
      execute proper instruments acknowledging the same), except for the following
      provisions which shall survive until otherwise terminated or discharged
      hereunder:

     

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

     

    (ii)  the
      Issuer’s obligations with respect to such Notes under Article Two and
      Section 4.02 hereof;

     

    (iii)  the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      the
      Issuer’s obligations in connection therewith; and

     

    (iv)  the
      provisions of this Article Eight applicable to Legal
      Defeasance.

     

    Subject
      to compliance with this Article Eight, the Issuer may exercise its option under
      this Section 8.02(b) notwithstanding the prior exercise of its option
      under
      Section 8.02(c).

     

    (c)  Upon
      the
      Issuer’s exercise under paragraph (a) hereof of the option applicable to
      this paragraph (c), the Issuer and the Subsidiary Guarantors shall,
      subject
      to the satisfaction of the conditions set forth in Section 8.03, be
      released from their respective obligations under the covenants contained in
      Sections 4.03 (other than with respect to the legal existence of the
      Issuer), 4.04, 4.07 through 4.16 and clause (3) of Section 5.01(a)
      with respect to the outstanding Notes on and after the date the conditions
      set
      forth in Section 8.03 are satisfied (hereinafter, “Covenant
      Defeasance”),
      and
      the Notes shall thereafter be deemed not “outstanding” for the purposes of any
      direction, waiver, consent or declaration or act of Holders (and the
      consequences of any thereof) in connection with such covenants, but shall
      continue to be deemed “outstanding” for all other purposes hereunder (it being
      understood that such Notes shall not be deemed outstanding for accounting
      purposes). For this purpose, Covenant Defeasance means that, with respect to
      the
      outstanding Notes, the Issuer and the Subsidiary Guarantors may omit to comply
      with and shall have no liability in respect of any term, condition or limitation
      set forth in any such covenant, whether directly or indirectly, by reason of
      any
      reference elsewhere herein to any such covenant or by reason of any reference
      in
      any such covenant to any other provision herein or in any other document and
      such omission to comply shall not constitute an Event of Default under
      Section 6.01, but, except as specified above, the remainder of this
      Indenture and such Notes shall be unaffected thereby. In addition, upon the
      Issuer’s exercise under paragraph (a) hereof of the option applicable to
      this paragraph (c), subject to the satisfaction of the conditions set
      forth
      in Section 8.03, clauses (3), (4), (5) and (6) of Section 6.01
      shall
      not constitute Events of Default.

     

    
      	SECTION
              8.03.  	
              Conditions
                to Legal Defeasance or Covenant Defeasance.

            


    

     

    The
      following shall be the conditions to the application of either
      Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:

     

    (1)  the
      Issuer must irrevocably deposit with the Trustee, in trust, for the benefit
      of
      the Holders, U.S. Legal Tender, U.S. Government Obligations or a combination
      thereof, in such amounts as will be sufficient (without reinvestment), in the
      opinion of a nationally recognized firm of independent public accountants
      selected by the Issuer, to pay the principal of and interest and premium, if
      any, on the Notes on the stated date for payment or on the redemption date
      Notes;

     

    (2)  in
      the
      case of Legal Defeasance, the Issuer shall have delivered to the Trustee an
      Opinion of Counsel in the United States confirming that:

     

    (a)  the
      Issuer has received from, or there has been published by the Internal Revenue
      Service, a ruling, or

     

    (b)  since
      the
      date of this Indenture, there has been a change in the applicable U.S. federal
      income tax law,

     

    in
      either
      case to the effect that, and based thereon the Holders will not recognize
      income, gain or loss for U.S. federal income tax purposes as a result of such
      Legal Defeasance and will be subject to U.S. federal income tax on the same
      amounts, in the same manner and at the same times as would have been the case
      if
      such Legal Defeasance had not occurred;

     

    (3)  in
      the
      case of Covenant Defeasance, the Issuer shall have delivered to the Trustee
      an
      Opinion of Counsel in the United States reasonably acceptable to the Trustee
      confirming that the Holders will not recognize income, gain or loss for U.S.
      federal income tax purposes as a result of such Covenant Defeasance and will
      be
      subject to U.S. 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;

     

    (4)  no
      Default shall have occurred and be continuing on the date of such deposit (other
      than a Default resulting from the borrowing of funds to be applied to such
      deposit);

     

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

     

    (6)  the
      Issuer shall have delivered to the Trustee an Officers’ Certificate stating that
      the deposit was not made by it with the intent of preferring the Holders over
      any other creditors of the Issuer or with the intent of defeating, hindering,
      delaying or defrauding any other of its creditors; and

     

    (7)  the
      Issuer shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that the conditions provided for in, in the
      case of the Officers’ Certificate, clauses (1) through (6), as applicable, and,
      in the case of the Opinion of Counsel, clauses (2), if applicable, and/or (3)
      and (5) of this Section 8.03 have been complied with.

     

    
      	SECTION
              8.04.  	
              Application
                of Trust Money.

            


    

     

    The
      Trustee or Paying Agent shall hold in trust U.S. Legal Tender and U.S.
      Government Obligations deposited with it pursuant to this Article Eight, and
      shall apply the deposited U.S. Legal Tender and the money from U.S. Government
      Obligations in accordance with this Indenture to the payment of the principal
      of
      and the interest on the Notes. The Trustee shall be under no obligation to
      invest said U.S. Legal Tender and U.S. Government Obligations, except as it
      may
      agree with the Issuer.

     

    The
      Issuer shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the U.S. Legal Tender and U.S. Government
      Obligations deposited pursuant to Section 8.03 or the principal and
      interest received in respect thereof, other than any such tax, fee or other
      charge which by law is for the account of the Holders of the outstanding
      Notes.

     

    Anything
      in this Article Eight to the contrary notwithstanding, the Trustee shall deliver
      or pay to the Issuer from time to time upon the Issuer’s request any U.S. Legal
      Tender and U.S. Government Obligations held by it as provided in
      Section 8.03 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 that would then
      be
      required to be deposited to effect an equivalent Legal Defeasance or Covenant
      Defeasance.

     

    
      	SECTION
              8.05.  	
              Repayment
                to the Issuer.

            


    

     

    The
      Trustee and the Paying Agent shall pay to the Issuer upon request any money
      held
      by them for the payment of principal or interest that remains unclaimed for
      two
      years; provided,
      however,
      that
      the Trustee or such Paying Agent, before being required to make any payment,
      may
      at the expense of the Issuer cause to be published once in a newspaper of
      general circulation in the City of New York or mail to each Holder entitled
      to
      such money notice that such money remains unclaimed and that after a date
      specified therein which shall be at least 30 days from the date of such
      publication or mailing any unclaimed balance of such money then remaining will
      be repaid to the Issuer. After payment to the Issuer, Holders entitled to such
      money must look to the Issuer for payment as general creditors unless an
      applicable law designates another Person.

     

    
      	SECTION
              8.06.  	
              Reinstatement.

            


    

     

    If
      the
      Trustee or Paying Agent is unable to apply any U.S. Legal Tender and U.S.
      Government Obligations in accordance with this Article Eight 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, or if the funds deposited with the Trustee to effect Covenant
      Defeasance are insufficient to pay the principal of, and interest on, the Notes
      when due, the Issuer’s obligations under this Indenture, and the Notes and the
      Subsidiary Guarantees shall be revived and reinstated as though no deposit
      had
      occurred pursuant to this Article Eight until such time as the Trustee or Paying
      Agent is permitted to apply all such U.S. Legal Tender and U.S. Government
      Obligations in accordance with this Article Eight; provided
      that if
      the Issuer has made any payment of interest on, or principal of, any Notes
      because of the reinstatement of its obligations, the Issuer shall be subrogated
      to the rights of the Holders of such Notes to receive such payment from the
      U.S.
      Legal Tender and U.S. Government Obligations held by the Trustee or Paying
      Agent.

     

    ARTICLE
      NINE  

     

    


     

    AMENDMENTS,
      SUPPLEMENTS AND WAIVERS

     

    
      	SECTION
              9.01.  	
              Without
                Consent of Holders.

            


    

     

    (a)  The
      Issuer, the Subsidiary Guarantors and the Trustee, together, may amend or
      supplement this Indenture, the Notes or the Subsidiary Guarantees without notice
      to or consent of any Holder:

     

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

     

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

     

    (3)  to
      provide for the assumption of the Issuer’s or a Subsidiary Guarantor’s
      obligations to the Holders of the Notes in the case of a merger, consolidation
      or sale of all or substantially all of the assets, in accordance with Article
      Five;

     

    (4)  to
      release any Subsidiary Guarantor from any of its obligations under its
      Subsidiary Guarantee or this Indenture (to the extent permitted by this
      Indenture);

     

    (5)  to
      make
      any change that would not materially adversely affect the rights of any Holder;
      or

     

    (6)  to
      comply
      with requirements of the SEC in order to effect or maintain the qualification
      of
      this Indenture under the Trust Indenture Act;

     

    provided,
      however,
      that
      the Issuer has delivered to the Trustee an Opinion of Counsel and an Officers’
      Certificate, each stating that such amendment or supplement complies with the
      provisions of this Section 9.01.

     

    
      	SECTION
              9.02.  	
              With
                Consent of Holders.

            


    

     

    (a)  Subject
      to Section 6.07, the Issuer, the Subsidiary Guarantors and the Trustee,
      together, with the written consent of the Holder or Holders of a majority in
      aggregate principal amount of the outstanding Notes may amend or supplement
      this
      Indenture, the Notes or the Subsidiary Guarantees, without notice to any other
      Holders. Subject to Sections 6.07, the Holder or Holders of a majority
      in
      aggregate principal amount of the outstanding Notes may waive compliance with
      any provision of this Indenture, the Notes or the Subsidiary Guarantees without
      notice to any other Holders.

     

    (b)  Notwithstanding
      Section 9.02(a), without the consent of each Holder affected, no amendment
      or waiver may:

     

    (1)  change
      the Stated Maturity of the principal of, or any installment of interest on,
      any
      Note;

     

    (2)  reduce
      the principal amount of, or premium, if any, or interest on, any
      Note;

     

    (3)  change
      the place of payment of principal of, or premium, if any, or interest on, any
      Note;

     

    (4)  impair
      the right to institute suit for the enforcement of any payment on or after
      the
      Stated Maturity (or, in the case of a redemption, on or after the Redemption
      Date) of any Note;

     

    (5)  reduce
      the above-stated percentages of outstanding Notes the consent of whose Holders
      is necessary to modify or amend this Indenture;

     

    (6)  waive
      a
      default in the payment of principal of, premium, if any, or interest on the
      Notes;

     

    (7)  voluntarily
      release a Subsidiary Guarantor of the Notes, except as permitted by this
      Indenture; or

     

    (8)  reduce
      the percentage or aggregate principal amount of outstanding Notes the consent
      of
      whose Holders is necessary for waiver of compliance with Sections 6.02
      and
      6.04.

     

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

     

    (d)  A
      consent
      to any amendment, supplement or waiver under this Indenture by any Holder given
      in connection with an exchange (in the case of an exchange offer) or a tender
      (in the case of a tender offer) of such Holder’s Notes will not be rendered
      invalid by such tender or exchange.

     

    (e)  After
      an
      amendment, supplement or waiver under this Section 9.02 becomes effective,
      the Issuer shall mail to the Holders affected thereby a notice briefly
      describing the amendment, supplement or waiver. Any failure of the Issuer to
      mail such notice, or any defect therein, shall not, however, in any way impair
      or affect the validity of any such amendment, supplement or waiver.

     

    
      	SECTION
              9.03.  	
              Compliance
                with the Trust Indenture Act.

            


    

     

    From
      the
      date on which this Indenture is qualified under the Trust Indenture Act, every
      amendment, waiver or supplement of this Indenture, the Notes or the Subsidiary
      Guarantees shall comply with the Trust Indenture Act as then in
      effect.

     

    
      	SECTION
              9.04.  	
              Revocation
                and Effect of Consents.

            


    

     

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

     

    The
      Issuer may, but shall not be obligated to, fix a record date for the purpose
      of
      determining the Holders entitled to consent to any amendment, supplement or
      waiver, which record date shall be at least 30 days prior to the first
      solicitation of such consent. If a record date is fixed, then notwithstanding
      the last sentence of the immediately preceding paragraph, those Persons who
      were
      Holders at such record date (or their duly designated proxies), and only those
      Persons, shall be entitled to revoke any consent previously given, whether
      or
      not such Persons continue to be Holders after such record date. No such consent
      shall be valid or effective for more than 90 days after such record date. The
      Issuer shall inform the Trustee in writing of the fixed record date if
      applicable.

     

    After
      an
      amendment, supplement or waiver becomes effective, it shall bind every Holder,
      unless it makes a change described in any of clauses (1) through (8)
      of
      Section 9.02(b), in which case, the amendment, supplement or waiver
      shall
      bind only each Holder of a Note who has consented to it and every subsequent
      Holder of a Note or portion of a Note that evidences the same debt as the
      consenting Holder’s Note; provided,
      however,
      that
      any such waiver shall not impair or affect the right of any Holder to receive
      payment of principal of, and interest on, a Note, on or after the respective
      due
      dates therefor, or to bring suit for the enforcement of any such payment on
      or
      after such respective dates without the consent of such Holder.

     

    
      	SECTION
              9.05.  	
              Notation
                on or Exchange of Notes.

            


    

     

    If
      an
      amendment, supplement or waiver changes the terms of a Note, the Issuer may
      require the Holder of the Note to deliver it to the Trustee. The Issuer shall
      provide the Trustee with an appropriate notation on the Note about the changed
      terms and cause the Trustee to return it to the Holder at the Issuer’s expense.
      Alternatively, if the Issuer or the Trustee so determines, the Issuer in
      exchange for the Note shall issue, and the Trustee shall authenticate, a new
      Note that reflects the changed terms. Failure to make the appropriate notation
      or issue a new Note shall not affect the validity and effect of such amendment,
      supplement or waiver.

     

    
      	SECTION
              9.06.  	
              Trustee
                To Sign Amendments, Etc.

            


    

     

    The
      Trustee shall execute any amendment, supplement or waiver authorized pursuant
      to
      this Article Nine; provided,
      however,
      that
      the Trustee may, but shall not be obligated to, execute any such amendment,
      supplement or waiver which affects the Trustee’s own rights, duties or
      immunities under this Indenture. The Trustee shall be entitled to receive,
      and
      shall be fully protected in relying upon, an Opinion of Counsel and an Officers’
      Certificate each stating that the execution of any amendment, supplement or
      waiver authorized pursuant to this Article Nine is authorized or permitted
      by
      this Indenture and constitutes legal, valid and binding obligations of the
      Issuer enforceable in accordance with its terms. Such Opinion of Counsel shall
      be at the expense of the Issuer.

     

    ARTICLE
      TEN  

     

    


     

    SUBSIDIARY
      GUARANTEE

     

    
      	SECTION
              10.01.  	
              Guarantee.

            


    

     

    Subject
      to this Article 10, each of the Subsidiary Guarantors hereby, jointly
      and
      severally, unconditionally guarantees to each Holder of a Note authenticated
      and
      delivered by the Trustee and to the Trustee and its successors and assigns,
      irrespective of the validity and enforceability of this Indenture, the Notes
      or
      the obligations of the Issuer hereunder or thereunder, that: (a) the principal
      of and interest on the Notes will be promptly paid in full when due, whether
      at
      maturity, by acceleration, redemption or otherwise, and interest on the overdue
      principal of and interest on the Notes, if any, if lawful, and all other
      obligations of the Issuer to the Holders or the Trustee hereunder or thereunder
      will be promptly paid in full or performed, all in accordance with the terms
      hereof and thereof; and (b) in case of any extension of time of payment or
      renewal of any Notes or any of such other obligations, that 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.
      Failing payment when due of any amount so guaranteed or any performance so
      guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly
      and
      severally obligated to pay the same immediately. Each Subsidiary Guarantor
      agrees that this is a guarantee of payment and not a guarantee of
      collection.

     

    The
      Subsidiary Guarantors hereby agree that their obligations hereunder shall be
      unconditional, irrespective of the validity, regularity or enforceability of
      the
      Notes or this Indenture, the absence of any action to enforce the same, any
      waiver or consent by any Holder of the Notes with respect to any provisions
      hereof or thereof, the recovery of any judgment against the Issuer, any action
      to enforce the same or any other circumstance which might otherwise constitute
      a
      legal or equitable discharge or defense of a guarantor. Each Subsidiary
      Guarantor hereby waives, to the extent permitted by applicable law, diligence,
      presentment, demand of payment, filing of claims with a court in the event
      of
      insolvency or bankruptcy of the Issuer, any right to require a proceeding first
      against the Issuer, protest, notice and all demands whatsoever and covenant
      that
      this Note Guarantee shall not be discharged except by complete performance
      of
      the obligations contained in the Notes and this Indenture.

     

    If
      any
      Holder or the Trustee is required by any court or otherwise to return to the
      Issuer, the Subsidiary Guarantors or any custodian, trustee, liquidator or
      other
      similar official acting in relation to either the Issuer or the Subsidiary
      Guarantors, any amount paid by either to the Trustee or such Holder, this
      Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
      in full force and effect.

     

    Each
      Subsidiary Guarantor agrees that it shall not be entitled to any right of
      subrogation in relation to the Holders in respect of any obligations guaranteed
      hereby until payment in full of all obligations guaranteed hereby. Each
      Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors,
      on the one hand, and the Holders and the Trustee, on the other hand, (x) the
      maturity of the obligations guaranteed hereby may be accelerated as provided
      in
      Article Six hereof for the purposes of this Subsidiary Guarantee,
      notwithstanding any stay, injunction or other prohibition preventing such
      acceleration in respect of the obligations guaranteed hereby, and (y) in the
      event of any declaration of acceleration of such obligations as provided in
      Article Six hereof, such obligations (whether or not due and payable) shall
      forthwith become due and payable by the Subsidiary Guarantors for the purpose
      of
      this Subsidiary Guarantee. 

     

    
      	SECTION
              10.02.  	
              Limitation
                on Subsidiary Guarantor Liability.

            


    

     

    Each
      Subsidiary Guarantor, and by its acceptance of Notes, each Holder, hereby
      confirms that it is the intention of all such parties that the Subsidiary
      Guarantee of such Subsidiary Guarantor not constitute a fraudulent transfer
      or
      conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance
      Act, the Uniform Fraudulent Transfer Act or any similar federal or state law
      to
      the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
      intention, the Trustee, the Holders and the Subsidiary Guarantors hereby
      irrevocably agree that the obligations of such Subsidiary Guarantor will, after
      giving effect to such maximum amount and all other contingent and fixed
      liabilities of such Subsidiary Guarantor that are relevant under such laws,
      and
      after giving effect to any collections from, rights to receive contribution
      from
      or payments made by or on behalf of any other Subsidiary Guarantor in respect
      of
      the obligations of such other Subsidiary Guarantor under this Article Ten,
      result in the obligations of such Subsidiary Guarantor under its Subsidiary
      Guarantee not constituting a fraudulent transfer or conveyance. Each Subsidiary
      Guarantor that makes a payment for distribution under its Subsidiary Guarantee
      is entitled to a contribution from each other Subsidiary Guarantor in a
pro
      rata
      amount
      based on the adjusted net assets of each Subsidiary Guarantor.

     

    
      	SECTION
              10.03.  	
              Execution
                and Delivery of Subsidiary Guarantee.

            


    

     

    To
      evidence its Subsidiary Guarantee set forth in Section 10.01, each
      Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee
      substantially in the form included in Exhibit E
      shall be
      endorsed by an Officer of such Subsidiary Guarantor on each Note authenticated
      and delivered by the Trustee and that this Indenture shall be executed on behalf
      of such Subsidiary Guarantor by an Officer.

     

    Each
      Subsidiary Guarantor hereby agrees that its Subsidiary Guarantee set forth
      in
      Section 10.01 shall remain in full force and effect notwithstanding
      any
      failure to endorse on each Note a notation of such Subsidiary
      Guarantee.

     

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

     

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

     

    
      	SECTION
              10.04.  	
              Release
                of a Subsidiary Guarantor.

            


    

     

    A
      Subsidiary Guarantor shall be released from its obligations under its Note
      Guarantee and its obligations under this Indenture and the Registration Rights
      Agreement in the event of:

     

    (1)  any
      sale,
      exchange or transfer, to any Person not an Affiliate of the Issuer of all of
      Capital Stock held by the Issuer and its Restricted Subsidiaries in, or all
      or
      substantially all the assets of, such Subsidiary Guarantor (which sale, exchange
      or transfer is not prohibited by this Indenture); 

     

    (2)  the
      release or discharge of the Guarantee which resulted in the creation of such
      Subsidiary Guarantee, except a discharge or release by or as a result of payment
      under such Guarantee; or

     

    (3)  the
      designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in
      accordance with the provisions of this Indenture.

     

    The
      Trustee shall execute an appropriate instrument prepared by the Issuer
      evidencing the release of a Subsidiary Guarantor from its obligations under
      its
      Subsidiary Guarantee and this Indenture upon receipt of a request by the Issuer
      or such Subsidiary Guarantor accompanied by an Officers’ Certificate and an
      Opinion of Counsel certifying as to the compliance with this Section 10.04;
      provided,
      however,
      that the
      legal counsel delivering such Opinion of Counsel may rely as to matters of
      fact
      on one or more Officers’ Certificates of the Issuer.

     

    Nothing
      contained in this Indenture or in any of the Notes shall prevent any
      consolidation or merger of a Subsidiary Guarantor with or into the Issuer (in
      which case such Subsidiary Guarantor shall no longer be a Subsidiary Guarantor)
      or another Subsidiary Guarantor or shall prevent any sale or conveyance of
      the
      property of a Subsidiary Guarantor as an entirety or substantially as an
      entirety to the Issuer or another Subsidiary Guarantor.

     

    ARTICLE
      ELEVEN  

     

    


     

    MISCELLANEOUS

     

    
      	SECTION
              11.01.  	
              Trust
                Indenture Act Controls.

            


    

     

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

     

    
      	SECTION
              11.02.  	
              Notices.

            


    

     

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

     

    if
      to the
      Issuer or a Subsidiary Guarantor:

     

    c/o
      Omega
      Healthcare Investors, Inc.

                9690
      Deereco Road,
      Suite 100

                Timonium,
      Maryland
      21093

                Attention:
      Robert O.
      Stephenson

                Telephone: (410)
      427-1700

                Facsimile: (410)
      427-8800

     

    with
      a
      copy to:

     

    Powell
      Goldstein LLP

    One
      Atlantic Center

    Fourteenth
      Floor 

    1201
      W.
      Peachtree Street, NW 

    Atlanta,
      Georgia  30309-3488

    Attention:  Richard
      H. Miller 

    Telephone: (404)
      572-6600

              Facsimile: (404)
      572-6999

     

    if
      to the
      Trustee:

     

    1360
      Peachtree Street, N.E.

    Suite
      1105, EX-GA-ATPT

    Atlanta,
      Georgia 30309

    Attention:
      Corporate Trust Department

             
       Telephone: (404)
      965-7222

               
      Facsimile: (404)
      365-7946

     

    Each
      of
      the Issuer and the Trustee by written notice to each other such Person may
      designate additional or different addresses for notices to such Person. Any
      notice or communication to the Issuer and the Trustee, shall be deemed to have
      been given or made as of the date so delivered if personally delivered; when
      replied to; when receipt is acknowledged, if telecopied; five (5) calendar
      days
      after mailing if sent by registered or certified mail, postage prepaid (except
      that a notice of change of address shall not be deemed to have been given until
      actually received by the addressee); and next Business Day if by nationally
      recognized overnight courier service.

     

    Any
      notice or communication mailed to a Holder shall be mailed to him by first
      class
      mail or other equivalent means at his address as it appears on the registration
      books of the Registrar and shall be sufficiently given to him if so mailed
      within the time prescribed.

     

    Failure
      to mail a notice or communication to a Holder or any defect in it shall not
      affect its sufficiency with respect to other Holders. If a notice or
      communication is mailed in the manner provided above, it is duly given, whether
      or not the addressee receives it.

     

    
      	SECTION
              11.03.  	
              Communications
                by Holders with Other Holders.

            


    

     

    Holders
      may communicate pursuant to Trust Indenture Act § 312(b) with other Holders
      with respect to their rights under this Indenture, the Notes or the Subsidiary
      Guarantees. The Issuer, the Trustee, the Registrar and any other Person shall
      have the protection of Trust Indenture Act § 312(c).

     

    
      	SECTION
              11.04.  	
              Certificate
                and Opinion as to Conditions Precedent.

            


    

     

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

     

    (1)  an
      Officers’ Certificate, in form and substance satisfactory to the Trustee,
      stating that, in the opinion of the signers, all conditions precedent to be
      performed or effected by the Issuer, if any, provided for in this Indenture
      relating to the proposed action have been complied with; and

     

    (2)  an
      Opinion of Counsel stating that, in the opinion of such counsel, all such
      conditions precedent have been complied with.

     

    
      	SECTION
              11.05.  	
              Statements
                Required in Certificate or Opinion.

            


    

     

    Each
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture, other than the Officers’ Certificate required by
      Section 4.06, 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, he has made such examination
      or
      investigation as is necessary to enable him to express an informed opinion
      as to
      whether or not such covenant or condition has been complied with or satisfied;
      and

     

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

     

    
      	SECTION
              11.06.  	
              Rules
                by Paying Agent or Registrar.

            


    

     

    The
      Paying Agent or Registrar may make reasonable rules and set reasonable
      requirements for their functions.

     

    
      	SECTION
              11.07.  	
              Legal
                Holidays.

            


    

     

    If
      a
      payment date is not a Business Day, payment may be made on the next succeeding
      day that is a Business Day.

     

    
      	SECTION
              11.08.  	
              Governing
                Law.

            


    

     

    This
      Indenture, the Notes and the Subsidiary Guarantees will be governed by and
      construed in accordance with the laws of the State of New
      York.

     

    
      	SECTION
              11.09.  	
              No
                Adverse Interpretation of Other Agreements.

            


    

     

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

     

    
      	SECTION
              11.10.  	
              No
                Recourse Against Others.

            


    

     

    No
      director, officer, employee, incorporator, stockholder, member or manager of
      the
      Issuer or any Subsidiary Guarantor shall have any liability for any obligations
      of the Issuer under the Notes or this Indenture or of any Subsidiary Guarantor
      under its Subsidiary Guarantee or the Indenture or for any claim based on,
      in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Notes by accepting a Note waives and releases all such liability. Such waiver
      and release are part of the consideration for issuance of the
      Notes.

     

    
      	SECTION
              11.11.  	
              Successors.

            


    

     

    All
      agreements of the Issuer and the Subsidiary Guarantors in this Indenture, the
      Notes and the Note Guarantees shall bind their respective successors. All
      agreements of the Trustee in this Indenture shall bind its
      successor.

     

    
      	SECTION
              11.12.  	
              Duplicate
                Originals.

            


    

     

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

     

    
      	SECTION
              11.13.  	
              Severability.

            


    

     

    To
      the
      extent permitted by applicable law, in case any one or more of the provisions
      in
      this Indenture, in the Notes or in the Subsidiary Guarantees shall be held
      invalid, illegal or unenforceable, in any respect for any reason, the validity,
      legality and enforceability of any such provision in every other respect and
      of
      the remaining provisions shall not in any way be affected or impaired thereby,
      it being intended that all of the provisions hereof shall be enforceable to
      the
      full extent permitted by law.

     

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    SIGNATURES

     

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

     

    OMEGA
      HEALTHCARE INVESTORS, INC.,

    as
      Issuer

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer 

     

    BAYSIDE
      ALABAMA HEALTHCARE SECOND, INC.

    BAYSIDE
      ARIZONA HEALTHCARE ASSOCIATES, INC.

    BAYSIDE
      ARIZONA HEALTHCARE SECOND, INC.

    BAYSIDE
      COLORADO HEALTHCARE ASSOCIATES, INC.

    BAYSIDE
      COLORADO HEALTHCARE SECOND, INC.

    OHI
      (CONNECTICUT), INC.

    BAYSIDE
      STREET II, INC.

    OHI
      ASSET
      (CA), LLC

    OHI
      ASSET
      (FL), LLC

    OHI
      ASSET
      (ID), LLC

    OHI
      ASSET
      (IN), LLC

    OHI
      ASSET
      (LA), LLC

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                       Treasurer


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OHI
      ASSET
      (MI/NC), LLC

    OHI
      ASSET
      (MO), LLC

    OHI
      ASSET
      (OH), LLC

    OHI
      ASSET
      (PA), LLC

    OHI
      ASSET
      (TX), LLC

    OHI
      ASSET
      II (CA), LLC

    OHI
      ASSET, LLC

    OMEGA
      ACQUISITION FACILITY I, LLC

    OHI
      (FLORIDA), INC.

    OHI
      SUNSHINE, INC.

    LONG
      TERM
      CARE ASSOCIATES - ILLINOIS, INC.

    OHI
      (ILLINOIS), INC.

    SKILLED
      NURSING - HERRIN, INC.

    SKILLED
      NURSING - PARIS, INC.

    BAYSIDE
      INDIANA HEALTHCARE ASSOCIATES, INC.

    LONG
      TERM
      CARE ASSOCIATES - INDIANA, INC.

    OHI
      (INDIANA), INC.

    SKILLED
      NURSING - GASTON, INC.

    OHI
      (IOWA), INC.

    OHI
      (KANSAS), INC.

    OMEGA
      (KANSAS), INC.

    NRS
      VENTURES, LLC

    OS
      LEASING COMPANY

    STERLING
      ACQUISITION CORP.

    STERLING
      ACQUISITION CORP. II

    ARIZONA
      LESSOR - INFINIA, INC.

    BAYSIDE
      STREET, INC.

    COLORADO
      LESSOR - CONIFER, INC.

    DELTA
      INVESTORS I, LLC

    DELTA
      INVESTORS II, LLC

    FLORIDA
      LESSOR - CRYSTAL SPRINGS, INC. 

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FLORIDA
      LESSOR - EMERALD, INC.

    FLORIDA
      LESSOR - LAKELAND, INC.

    FLORIDA
      LESSOR - MEADOWVIEW, INC.

    FLORIDA
      LESSOR - WEST PALM BEACH AND SOUTHPOINT, INC.

    GEORGIA
      LESSOR - BONTERRA/PARKVIEW, INC.

    INDIANA
      LESSOR - JEFFERSONVILLE, INC.

    INDIANA
      LESSOR - WELLINGTON MANOR, INC.

    JEFFERSON
      CLARK, INC.

    OHI
      OF
      KENTUCKY, INC.

    OHI
      OF
      TEXAS, INC.

    OMEGA
      TRS
      I, INC.

    TEXAS
      LESSOR - STONEGATE GP, INC.

    TEXAS
      LESSOR - STONEGATE LIMITED, INC.

    TEXAS
      LESSOR - STONEGATE, L.P.

    TEXAS
      LESSOR - TREEMONT, INC.

    WASHINGTON
      LESSOR - SILVERDALE, INC.

    OHIMA,
      INC.

    LONG
      TERM
      CARE - MICHIGAN, INC.

    LONG
      TERM
      CARE - NORTH CAROLINA, INC.

    SKILLED
      NURSING - HICKSVILLE, INC.

    CENTER
      HEALTHCARE ASSOCIATES, INC.

    CHERRY
      STREET - SKILLED NURSING, INC. 

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DALLAS
      SKILLED NURSING, INC.

    HERITAGE
      TEXARKANA HEALTHCARE ASSOCIATES, INC.

    LAKE
      PARK
      SKILLED NURSING, INC.

    LONG
      TERM
      CARE ASSOCIATES - TEXAS, INC.

    PARKVIEW
      - SKILLED NURSING, INC.

    PINE
      TEXARKANA HEALTHCARE ASSOCIATES, INC.

    REUNION
      TEXARKANA HEALTHCARE ASSOCIATES, INC.

    SAN
      AUGUSTINE HEALTHCARE ASSOCIATES, INC.

    SOUTH
      ATHENS HEALTHCARE ASSOCIATES, INC.

    WAXAHACHIE
      HEALTHCARE ASSOCIATES, INC.

    WEST
      ATHENS HEALTHCARE ASSOCIATES, INC. 

    OHI
      ASSET
      II (TX), LLC

    OHI
      ASSET
      (OH) LENDER, LLC

    OHI
      ASSET
      (OH) NEW PHILADELPHIA, LLC

    OHI
      ASSET
      (PA) TRUST

    BALDWIN
      HEALTH CENTER, INC.

    CANTON
      HEALTH CARE LAND, INC.

    DICON
      HEALTH CARE CENTER, INC.

    HANOVER
      HOUSE, INC.

    HOUSE
      OF
      HANOVER, LTD.

    HUTTON
      I
      LAND, INC.

    HUTTON
      II
      LAND, INC.

    HUTTON
      III LAND, INC.

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LEATHERMAN
      90-1, INC.

    LEATHERMAN
      PARTNERSHIP 89-1, IN.C

    LEATHERMAN
      PARTNERSHIP 89-2, INC.

    MERIDIAN
      ARMS LAND, INC.

    OHI
      ASSET
      II (PA) TRUST

    OHI
      ASSET
      III (PA) TRUST

    ORANGE
      VILLAGE CARE CENTER, INC.

    PAVILLION
      NORTH, LLP

    PAVILLION
      NORTH PARTNES, INC.

    PAVILLION
      NURSING CENTER NORTH, INC.

    ST.
      MARY’S PROPERTIES, INC.

    WILCARE,
      LLC

    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OHI
      ASSET
      (CT) LENDER, LLC

    OHI
      ASSET
      II (OH), LLC 

    COLONIAL
      GARDENS, LLC

    COPLEY
      HEALTH CENTER, INC.

    THE
      SUBURBAN PAVILION, INC.

    


    


    as
      Subsidiary Guarantors

     

    By:/s/
      Robert O. Stephenson

    Name: Robert
      O.
      Stephenson

                                    Title: Chief
      Financial Officer and 

                                        Treasurer

     

     

    


     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Trustee

     

    By:/s/
      Teresa L. Davis

     

    Name:
      Teresa L. Davis

                                    Title:

     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT A

     

    [Insert
      the Global Note Legend, if applicable pursuant to the provisions of the
      Indenture]

     

    [Insert
      the Private Placement Legend, if applicable pursuant to the provisions of the
      Indenture]

     

    OMEGA
      HEALTHCARE INVESTORS, INC.

    7%
      Senior
      Notes due 2016

     

    CUSIP
      No.

    No.
      [        ]$[      
            ]

     

    OMEGA
      HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”),
      for
      value received promise to pay to Cede & Co., or its registered assigns, the
      principal sum of
      [                         ]
      DOLLARS [or such other amount as is provided in a schedule attached
      hereto]1  This
      language should be included only if the Note is issued in global
      form.
      on
      January 15, 2016.

     

    Interest
      Payment Dates: January 15 and July 15, commencing [ ].

     

    Record
      Dates: January 1 and July 1.

     

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

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    Dated:
      

     

    OMEGA
      HEALTHCARE INVESTORS, INC., as Issuer

     

    By:   

     

     

    Name: 

     

     

    Title: 

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF]
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

     

    This
      is
      one of the 7% Senior Notes due 2016 described in the within-mentioned
      Indenture.

     

    Dated:
      

    U.S.
      Bank
      National Association,

    as
      Trustee

     

    By:   

     

     

    Authorized
      Signatory

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (Reverse
      of Note)

     

    


     

    7%
      Senior
      Notes due 2016

     

    Capitalized
      terms used herein shall have the meanings assigned to them in the Indenture
      referred to below unless otherwise indicated.

     

    SECTION 1.
      Interest.
      Omega
      Healthcare Investors, Inc., a Maryland corporation (the “Issuer”)
      promises to pay interest on the principal amount of this Note at 7% per annum
      from [ ], [ ] until maturity. The Issuer will pay interest semi-annually on
      January 15 and July 15 of each year, or if any such day is not a Business Day,
      on the next succeeding Business Day (each an “Interest
      Payment Date”),
      commencing July 15, 2006. Interest on the Notes will accrue from the most recent
      date to which interest has been paid or, if no interest has been paid, from
      [ ],
      2005. The Issuer shall pay interest (including post-petition interest in any
      proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
      from time to time on demand to the extent lawful at the interest rate applicable
      to the Notes; it shall pay interest (including post-petition interest in any
      proceeding under any Bankruptcy Law) on overdue installments of interest
      (without regard to any applicable grace periods) from time to time on demand
      at
      the same rate to the extent lawful. Interest will be computed on the basis
      of a
      360-day year of twelve 30-day months.

     

    SECTION 2.
      Method
      of Payment.
      The
      Issuer will pay interest on the Notes to the Persons who are registered Holders
      of Notes at the close of business on the January 1 or July 1 next preceding
      the
      Interest Payment Date, even if such Notes are canceled after such record date
      and on or before such Interest Payment Date, except as provided in
      Section 2.12 of the Indenture with respect to defaulted interest. The
      Notes
      will be issued in denominations of $1,000 and integral multiples thereof. The
      Issuer shall pay principal, premium, if any, and interest on the Notes in such
      coin or currency of the United States of America as at the time of payment
      is
      legal tender for payment of public and private debts (“U.S.
      Legal Tender”).
      Principal, premium, if any, and interest on the Notes will be payable at the
      office or agency of the Issuer maintained for such purpose except that, at
      the
      option of the Issuer, the payment of interest may be made by check mailed to
      the
      Holders of the Notes at their respective addresses set forth in the register
      of
      Holders of Notes. Until otherwise designated by the Issuer, the Issuer’s office
      or agency in New York will be the office of the Trustee maintained for such
      purpose. 

     

    SECTION 3.
      Paying
      Agent and Registrar.
      Initially, U.S. Bank National Association, the Trustee under the Indenture,
      will
      act as Paying Agent and Registrar. The Issuer may change any Paying Agent or
      Registrar without notice to any Holder. Except as provided in the Indenture,
      the
      Issuer or any of their Subsidiaries may act in any such capacity.

     

    SECTION 4.
      Indenture.
      The
      Issuer issued the Notes under an Indenture dated as of December 30, 2005
      (“Indenture”)
      by and
      among the Issuer, the Subsidiary Guarantors and the Trustee. The terms of the
      Notes include those stated in the Indenture and those made part of the Indenture
      by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
      Code §§ 77aaa-77bbbb) (the “Trust
      Indenture Act”).
      The
      Notes are subject to all such terms, and Holders are referred to the Indenture
      and the Trust Indenture Act for a statement of such terms.

     

    SECTION 5.
      Optional
      Redemption.
      Except
      as
      set forth in Section 6 hereof, the Notes will not be redeemable at the
      Issuer’s option prior to January 15, 2011. The Notes will be redeemable at the
      option of the Issuer, in whole or in part, at any time, and from time to time,
      on and after January 15, 2011, upon not less than 30 days’ nor more than
      60 days’ notice, at the following redemption prices (expressed as
      percentages of the principal amount thereof) if redeemed during the 12-month
      period commencing January 15 of the years indicated below, in each case together
      with accrued and unpaid interest thereon to the redemption date:

     

    
      	
              Year

               

            	
              Percentage 

               

            
	
              2011

            	
              103.500%

            
	
              2012

            	
              102.333%

            
	
              2013

            	
              101.167%

            
	
              2014
                and thereafter

            	
              100.000%

            


    

    


    SECTION 6.
      Optional
      Redemption With Proceeds From Equity Offerings.
      At any
      time, or from time to time, on or prior to January 15, 2009, the Issuer may,
      at
      its option, use the Net Cash Proceeds of one or more Equity Offerings to redeem
      up to 35% of the principal amount of the Notes issued under the Indenture at
      a
      redemption price of 107% of the principal amount thereof plus accrued and unpaid
      interest thereon, if any, to the date of redemption; provided,
      however,
      that:

     

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

     

    (2) the
      Issuer makes such redemption not more than 90 days after the consummation
      of any such Equity Offering.

     

    SECTION 7.
      Notice
      of Redemption.
      Notice
      of redemption will be mailed by first class mail at least 30 days but not more
      than 60 days before the redemption date to each Holder of Notes to be redeemed
      at its registered address. Notes in denominations larger than $1,000 may be
      redeemed in part. If any Note is to be redeemed in part only, the notice of
      redemption that relates to such Note shall state the portion of the principal
      amount thereof to be redeemed. A new Note in principal amount equal to the
      unredeemed portion thereof will be issued in the name of the Holder thereof
      upon
      cancellation of the original Note. On and after the redemption date interest
      ceases to accrue on Notes or portions thereof called for
      redemption.

     

    SECTION 8.
      Mandatory
      Redemption.
      For
      the
      avoidance of doubt, an offer to purchase pursuant to Section 9 hereof
      shall
      not be deemed a redemption. The Issuer shall not be required to make mandatory
      redemption payments with respect to the Notes.

     

    SECTION 9.
      Repurchase
      at Option of Holder.
      Upon
      the
      occurrence of a Change of Control, and subject to certain conditions set forth
      in the Indenture, the Issuer will be required to offer to purchase all of the
      outstanding Notes at a purchase price equal to 101% of the principal amount
      thereof, plus accrued and unpaid interest, if any, thereon to the date of
      repurchase.

     

    The
      Issuer is, subject to certain conditions and exceptions, obligated to make
      an
      offer to purchase Notes at 100% of their principal amount, plus accrued and
      unpaid interest, if any, thereon to the date of repurchase, with certain net
      cash proceeds of certain sales or other dispositions of assets in accordance
      with the Indenture.

     

    SECTION 10.
      Denominations,
      Transfer, Exchange.
      The
      Notes are in registered form without coupons in denominations of $1,000 and
      integral multiples of $1,000. The transfer of Notes may be registered and Notes
      may be exchanged as provided in the Indenture. The Registrar and the Trustee
      may
      require a Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Issuer may require a Holder to pay any taxes and
      fees
      required by law or permitted by the Indenture. The Issuer and the Registrar
      are
      not required to transfer or exchange any Note selected for redemption. Also,
      the
      Issuer and the Registrar are not required to transfer or exchange any Notes
      for
      a period of 15 days before a selection of Notes to be redeemed.

     

    SECTION 11.
      Persons
      Deemed Owners.
      The
      registered Holder of a Note may be treated as its owner for all
      purposes.

     

    SECTION 12.
      Amendment,
      Supplement and Waiver.
      Subject
      to certain exceptions, the Indenture and the Notes may be amended or
      supplemented with the written consent of the Holders of at least a majority
      in
      aggregate principal amount of the Notes then outstanding, and any existing
      Default or compliance with any provision may be waived with the consent of
      the
      Holders of a majority in aggregate principal amount of the Notes then
      outstanding. Without notice to or consent of any Holder, the parties thereto
      may
      amend or supplement the Indenture and the Notes to, among other things, cure
      any
      ambiguity, defect or inconsistency in the Indenture, provide for uncertificated
      Notes in addition to certificated Notes, comply with any requirements of the
      SEC
      in connection with the qualification of the Indenture under the Trust Indenture
      Act, or make any change that does not materially adversely affect the rights
      of
      any Holder of a Note.

     

    SECTION 13.
      Defaults
      and Remedies.
      If a
      Default occurs and is continuing, the Trustee or the Holders of at least 25%
      in
      principal amount of the then outstanding Notes generally may declare all the
      Notes to be due and payable immediately. Notwithstanding the foregoing, in
      the
      case of a Default arising from certain events of bankruptcy or insolvency as
      set
      forth in the Indenture, with respect to the Issuer, all outstanding Notes will
      become due and payable without further action or notice. Holders of the Notes
      may not enforce the Indenture or the Notes except as provided in the Indenture.
      Subject to certain limitations, Holders of a majority in principal amount of
      the
      then outstanding Notes may direct the Trustee in its exercise of any trust
      or
      power. The Trustee may withhold from Holders of the Notes notice of any
      continuing Default if it determines that withholding notice is in their
      interest. The Holders of a majority in aggregate principal amount of the Notes
      then outstanding by notice to the Trustee may on behalf of the Holders of all
      of
      the Notes waive any existing Default and its consequences under the Indenture
      except a continuing Default in the payment of interest on, or the principal
      of,
      or the premium on, the Notes.

     

    SECTION 14.
      Restrictive
      Covenants.
      The
      Indenture contains certain covenants that, among other things, limit the ability
      of the Issuer and its Restricted Subsidiaries to make restricted payments,
      to
      incur indebtedness, to create liens, to sell assets, to permit restrictions
      on
      dividends and other payments by Restricted Subsidiaries of the Issuer, to
      consolidate, merge or sell all or substantially all of its assets or to engage
      in transactions with affiliates. The limitations are subject to a number of
      important qualifications and exceptions. The Issuer must annually report to
      the
      Trustee on compliance with such limitations and other provisions in the
      Indenture.

     

    SECTION 15.
      No
      Recourse Against Others.
      No
      director, officer, employee, incorporator, stockholder, member or manager of
      the
      Issuer or any Subsidiary Guarantor shall have any liability for any obligations
      of the Issuer under the Notes or the Indenture, or of any Subsidiary Guarantor
      under its Subsidiary Guarantee or the Indenture or for any claim based on,
      in
      respect of, or by reason of, such obligations or their creation. Each Holder
      of
      Notes by accepting a Note waives and releases all such liability. The waiver
      and
      release are part of the consideration for issuance of the Notes.

     

    SECTION 16.
      Subsidiary
      Guarantees.
      This
      Note will be entitled to the benefits of certain Subsidiary Guarantees made
      for
      the benefit of the Holders. Reference is hereby made to the Indenture for a
      statement of the respective rights, limitations of rights, duties and
      obligations thereunder of the Subsidiary Guarantors, the Trustee and the
      Holders.

     

    SECTION 17.
      Trustee
      Dealings with the Issuer.
      Subject
      to certain terms, the Trustee under the Indenture, in its individual or any
      other capacity, may become the owner or pledgee of Notes and may otherwise
      deal
      with the Issuer, their Subsidiaries or their respective Affiliates as if it
      were
      not the Trustee.

     

    SECTION 18.
      Authentication.
      This
      Note shall not be valid until authenticated by the manual signature of the
      Trustee or an authenticating agent.

     

    SECTION 19.
      Abbreviations.
      Customary abbreviations may be used in the name of a Holder or an assignee,
      such
      as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), 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).

     

    SECTION 20.
      Additional
      Rights of Holders of Restricted Global Notes and Restricted Definitive
      Notes.
      Pursuant to, but subject to the exceptions in, the Registration Rights
      Agreement, the Issuer and the Subsidiary Guarantors will be obligated to
      consummate an exchange offer pursuant to which the Holder of this Note shall
      have the right to exchange this Note for a 7% Senior Note due 2016 of the Issuer
      which shall have been registered under the Securities Act, in like principal
      amount and having terms identical in all material respects to this Note (except
      that such Note shall not be entitled to Additional Interest and shall not
      contain terms with respect to transfer restrictions). The Holders shall be
      entitled to receive certain Additional Interest in the event such exchange
      offer
      is not consummated or the Notes are not offered for resale and upon certain
      other conditions, all pursuant to and in accordance with the terms of the
      Registration Rights Agreement.2  This
      Section not to appear on Exchange Notes or Private Exchange Notes or
      Additional Notes unless required by the terms of such Additional
      Notes.

     

    SECTION 21.
      CUSIP
      and ISIN Numbers.
      Pursuant to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to
      be
      printed on the Notes and the Trustee may use CUSIP or ISIN numbers in notices
      of
      redemption as a convenience to Holders. No representation is made as to the
      accuracy of such numbers either as printed on the Notes or as contained in
      any
      notice of redemption and reliance may be placed only on the other identification
      numbers placed thereon.

     

    SECTION 22.
      Governing
      Law.
      This
      Note shall be governed by, and construed in accordance with, the laws of the
      State of New York.

     

    The
      Issuer will furnish to any Holder upon written request and without charge a
      copy
      of the Indenture.

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT
      FORM

     

    I
      or we
      assign and transfer this Note to

     

     

    (Print
      or
      type name, address and zip code of assignee or transferee)

     

    (Insert
      Social Security or other identifying number of assignee or
      transferee)

     

    and
      irrevocably appoint _______________________________________ agent to transfer
      this Note on the books of the Issuer. The agent may substitute another to act
      for him.

     

    
      	
              Dated:
                _________________

               

            	
              Signed:
                __________________________________

               

              (Sign
                exactly as name appears on

               

              the
                other side of this Note)

               

            


    

    


    
      	
              Signature
                Guarantee:

               

            	
              ___________________________________________

               

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

               

            


    

    


    In
      connection with any transfer of this Note occurring prior to the date which
      is
      the date following the second anniversary of the original issuance of this
      Note,
      the undersigned confirms that it has not utilized any general solicitation
      or
      general advertising in connection with the transfer and is making the transfer
      pursuant to one of the following:

     

    [Check
      One]

     

    (1)
      ___ to
      the
      Issuer or a subsidiary thereof; or

     

    
      	
              (2)
                ___

            	
              to
                a person who the transferor reasonably believes is a “qualified
                institutional buyer” pursuant to and in compliance with Rule 144A
                under the Securities Act of 1933, as amended (the “Securities Act”);
                or

            


    

     

    
      	
              (3)
                ___

            	
              to
                an institutional “accredited investor” (as defined in Rule 501(a)(1),
                (2), (3) or (7) under the Securities Act) that has furnished to the
                Trustee a signed letter containing certain representations and agreements
                (the form of which letter can be obtained from the Trustee);
                or

            


    

     

    
      	
              (4)
                ___

            	
              outside
                the United States to a non-“U.S. person” as defined in Rule 902 of
                Regulation S under the Securities Act in compliance with
                Rule 904 of Regulation S under the Securities Act;
                or

            


    

     

    
      	
              (5)
                ___

            	
              pursuant
                to the exemption from registration provided by Rule 144 under
                the
                Securities Act; or

            


    

     

    
      	
              (6)
                ___

            	
              pursuant
                to an effective registration statement under the Securities
                Act.

            


    

     

    
      

and
      unless the box below is checked, the undersigned confirms that such Note is
      not
      being transferred to an “affiliate” of the Issuer as defined in Rule 144
      under the Securities Act (an “Affiliate”):

     

    The
      transferee is an Affiliate of the Issuer.

     

    Unless
      one of the foregoing items (1) through (6) is checked, the Trustee will refuse
      to register any of the Notes evidenced by this certificate in the name of any
      person other than the registered Holder thereof; provided,
      however,
      that if
      item (3), (4) or (5) is checked, the Issuer or the Trustee may require, prior
      to
      registering any such transfer of the Notes, in their sole discretion, such
      written legal opinions, certifications (including an investment letter in the
      case of box (3) or (4)) and other information as the Trustee or the Issuer
      has
      reasonably requested to confirm that such transfer is being made pursuant to
      an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act.

     

    If
      none
      of the foregoing items (1) through (6) are checked, the Trustee or Registrar
      shall not be obligated to register this 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.

     

    Dated:
        Signed:  

     

    (Sign
      exactly as name appears on the other

     

    side
      of
      this Note)

     

    Signature
      Guarantee: 

     

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

               

            


    

    


     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TO
      BE
      COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

     

    The
      undersigned represents and warrants that it is purchasing this 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 Issuer 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

     


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    OPTION
      OF
      HOLDER TO ELECT PURCHASE

     

    If
      you
      want to elect to have this Note purchased by the Issuer pursuant to
      Section 4.07 or Section 4.11 of the Indenture, check the appropriate
      box:

     

    Section 4.07
      [      ] Section 4.11
      [       ]

     

    If
      you
      want to elect to have only part of this Note purchased by the Issuer pursuant
      to
      Section 4.07 or Section 4.11 of the Indenture, state the amount
      (in
      denominations of $1,000 and integral multiples thereof):
      $___________

     

    
      	
              Dated:
                _________________Signed:

               

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

               

            


    

    


    
      	
              Signature
                Guarantee:

               

            	
               

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

               

            


    

    



    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE3  This
      schedule should be included only if the Note is issued in global
      form.

     

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

     

    
      	
               

               

               

              Date
                of Exchange

            	
               

              Amount
                of decrease in

              Principal
                Amount of

              this
                Global Note

            	
               

              Amount
                of increase in

              Principal
                Amount of

              this
                Global Note

            	
              Principal
                Amount of

              this
                Global Note

              following
                such decrease

              (or
                increase)

            	
              Signature
                of

              authorized
                officer of

              Trustee
                or Note

              Custodian

            
	 	 	 	 	 
	 	 	 	 	 


    

    


    


    

      

      
        1

         

      

      
        2

         

      

      
        3

         

      

    


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT B

     

    FORM
      OF
      LEGENDS

     

    Each
      Global Note and Physical Note that constitutes a Restricted Security shall
      bear
      the following legend (the “Private
      Placement Legend”)
      on the
      face thereof until after the second anniversary of the Closing Date, unless
      otherwise agreed by the Issuer and the Holder thereof or if such legend is
      no
      longer required by Section 2.16(f) of the Indenture:

     

    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
      AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
      WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
      EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER
      (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S.
      PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE
      WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT
      WITHIN
      TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE
      TRANSFER THIS SECURITY EXCEPT (A) TO OMEGA HEALTHCARE INVESTORS, INC.
      OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
      INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
      (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR (AS DEFINED IN
      RULE
      501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN “ACCREDITED
      INVESTOR”) THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
      BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING
      CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
      OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
      FOR
      THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION
      IN
      COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE),
      (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
      UNDER
      THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
      OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (G) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
      THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
      SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER
      OF
      THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,
      IF
      THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO
      SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS,
      LEGAL
      OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
      CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR
      IN A
      TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT.
      AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”“UNITED STATES” AND “U.S.
      PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES
      ACT.

     

    Each
      Global Note authenticated and delivered hereunder shall also bear the following
      legend:

     

    THIS
      NOTE
      IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
      AND
      IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A
      SUCCESSOR 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 TO 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.

     

    TRANSFERS
      OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
      TO
      NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
      AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
      MADE
      IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE
      INDENTURE.

     

    



    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT C

     

    Form
      of
      Certificate To Be

                                                  Delivered
      in Connection
      with

     

    Transfers
      to Non-QIB Institutional Accredited Investors

     

    [                  ],
      [     ]

     

    U.S.
      Bank
      National Association

     

    1360
      Peachtree Street, N.E.

     

    Suite
      1105, EX-GA-ATPT

     

    Atlanta,
      Georgia 30309

     

    T:
      [                     ]

     

    F:
      [                     ]

     

    Attention:
      Corporate Trust Department

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed purchase of 7% Senior Notes due 2016 (the
“Notes”)
      of
      OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”),
      we
      confirm that:

     

    1. We
      understand that any subsequent transfer of the Notes is subject to certain
      restrictions and conditions set forth in the Indenture relating to the Notes
      (the “Indenture”)
      and
      the undersigned agrees to be bound by, and not to resell, pledge or otherwise
      transfer the Notes except in compliance with, such restrictions and conditions
      and the Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      all applicable state securities laws.

     

    2. We
      understand that the offer and sale of the Notes have not been registered under
      the Securities Act, and that the 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, offer, pledge or otherwise transfer
      any Notes, we will do so only (A) to the Issuer or any of the Issuer’s
      Subsidiaries, (B) inside the United States to a “qualified institutional
      buyer” (as defined in Rule 144A under the Securities Act) in a transaction
      complying with Rule 144A under the Securities Act, (C) inside
      the
      United States to an institutional “accredited investor” (as defined in
      Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
      (an
“Accredited
      Investor”),
      that,
      prior to such transfer, furnishes (or has furnished on its behalf by a U.S.
      broker-dealer) to the Trustee a signed letter containing certain representations
      and agreements relating to the restrictions on transfer of the Notes (the form
      of which letter can be obtained from such Trustee), (D) outside the
      United
      States in compliance with Rule 904 under the Securities Act,
      (E) pursuant to the exemption from registration provided by Rule 144
      under the Securities Act (if available), (F) in accordance with another
      exemption from the registration requirements of the Securities Act (and based
      upon an opinion of counsel if we so request) or (G) pursuant to an
      effective registration statement under the Securities Act, and we further agree
      to provide to any person purchasing any of the Notes from us a notice advising
      such purchaser that resales of the Notes are restricted as stated
      herein.

     

    3. We
      are
      not acquiring the Notes for or on behalf of, and will not transfer the Notes
      to,
      any employee benefit plan subject to Title I of the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”),
      any
      plan, individual retirement accounts or other arrangements subject to
      Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”),
      or
      provisions under any federal, state, local, or non-U.S. or other laws or
      regulations that are similar to such provisions of ERISA of the Code or any
      entity whose underlying assets are considered to include “plan assets” of such
      plans, accounts or arrangements, except as permitted in the
      Sections entitled “Notice to investors” and “Certain ERISA considerations”
      of the Offering Memorandum of the Issuer relating to the Notes dated March
      15,
      2004.

     

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

     

    5. 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 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.

     

    6. We
      are
      acquiring the 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,
      as
      Trustee, the Issuer, counsel for the Issuer and others 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:   

     

     

    Name: 

     

     

    Title: 

     

    



    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT D

     

    Form
      of
      Certificate To Be Delivered

    in
      Connection with Transfers

          Pursuant
      to Regulation S     

     

    [                ],
      [     ]

     

    U.S.
      Bank
      National Association

     

    1360
      Peachtree Street, N.E.

     

    Suite
      1105, EX-GA-ATPT

     

    Atlanta,
      Georgia 30309

     

    T:
      [                     ]

     

    F:
      [                     ]

     

    Attention:
      Corporate Trust Department

     

    Re: Omega
      Healthcare Investors, Inc. (the “Issuer”)

     

    7%
      Senior Notes due 2016 (the “Notes”)  

     

    Ladies
      and Gentlemen:

     

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

     

    (1) the
      offer
      of the Notes was not made to a person in the United States;

     

    (2) either
      (a) at the time the buy offer was originated, the transferee was outside the
      United States or we and any person acting on our behalf reasonably believed
      that
      the transferee was outside the United States, or (b) the transaction was
      executed in, on or through the facilities of a designated offshore securities
      market and neither we nor any person acting on our behalf knows that the
      transaction has been prearranged with a buyer in the United States;

     

    (3) no
      directed selling efforts have been made in the United States in contravention
      of
      the requirements of Rule 903(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
      Notes.

     

    You,
      as
      Trustee, the Issuer, counsel for the Issuer and others 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
      Signatory

     

    



    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT E

     

    SUBSIDIARY
      GUARANTEE

     

    For
      value
      received, each of the undersigned (including any successor Person under the
      Indenture) hereby unconditionally guarantees, jointly and severally, to the
      extent set forth in the Indenture (as defined below) to the Holder of this
      Note
      the payment of principal, premium, if any, and interest on this Note in the
      amounts and at the times when due and interest on the overdue principal,
      premium, if any, and interest, if any, of this Note when due, if lawful, and,
      to
      the extent permitted by law, the payment or performance of all other obligations
      of the Issuer under the Indenture or the Notes, to the Holder of this Note
      and
      the Trustee, all in accordance with and subject to the terms and limitations
      of
      this Note, the Indenture, including Article Ten thereof, and this Subsidiary
      Guarantee. This Subsidiary Guarantee will become effective in accordance with
      Article Ten of the Indenture and its terms shall be evidenced therein. The
      validity and enforceability of any Subsidiary Guarantee shall not be affected
      by
      the fact that it is not affixed to any particular Note.

     

    Capitalized
      terms used but not defined herein shall have the meanings ascribed to them
      in
      the Indenture dated as of December 30, 2005, among
      Omega
      Healthcare Investors, Inc., a Maryland corporation (the “Issuer”),
      the
      Subsidiary Guarantors named therein and U.S. Bank National Association, as
      trustee (the “Trustee”),
      as
      amended or supplemented (the “Indenture”).

     

    The
      obligations of the undersigned to the Holders of Notes and to the Trustee
      pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth
      in Article Ten of the Indenture and reference is hereby made to the Indenture
      for the precise terms of the Subsidiary Guarantee and all of the other
      provisions of the Indenture to which this Subsidiary Guarantee
      relates.

     

    No
      director, officer, employee, incorporator, stockholder, member or manager of
      any
      Subsidiary Guarantor, as such, shall have any liability for any obligations
      of
      such Subsidiary Guarantors under such Subsidiary Guarantors’ Subsidiary
      Guarantee or the Indenture or for any claim based on, in respect of, or by
      reason of, such obligation or its creation.

     

    This
      Subsidiary Guarantee shall be governed by, and construed in accordance with,
      the
      laws of the State of New York.

     

    This
      Subsidiary Guarantee is subject to release upon the terms set forth in the
      Indenture.

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each Subsidiary Guarantor has caused its Subsidiary Guarantee
      to be duly executed.

     

    Date:
      

     

    [                                   ]

     

    By:   

     

     

    Name: 

     

     

    Title: