<PAGE>
                                                                     Exhibit 4.8

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

                                TEAM HEALTH, INC.

                      9% SENIOR SUBORDINATED NOTES DUE 2012

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

                                    INDENTURE

                           DATED AS OF MARCH 23, 2004

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

                              THE BANK OF NEW YORK

                                     TRUSTEE

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

<PAGE>

                             CROSS-REFERENCE TABLE*

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

N.A. means not applicable.

<PAGE>

*This Cross-Reference Table is not part of this Indenture

                                      -2-

<PAGE>

                                TABLE OF CONTENTS

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

                                       DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.         Definitions................................................................................      1
SECTION 1.02.         Other Definitions..........................................................................     17
SECTION 1.03.         Incorporation by Reference of Trust Indenture Act..........................................     17
SECTION 1.04.         Rules of Construction......................................................................     18

                                                        ARTICLE 2

                                                        THE NOTES

SECTION 2.01.         Form and Dating............................................................................     18
SECTION 2.02.         Execution and Authentication...............................................................     19
SECTION 2.03.         Registrar and Paying Agent.................................................................     19
SECTION 2.04.         Paying Agent To Hold Money in Trust........................................................     20
SECTION 2.05.         Holder Lists...............................................................................     20
SECTION 2.06.         Transfer and Exchange......................................................................     20
SECTION 2.07.         Replacement Notes,.........................................................................     31
SECTION 2.08.         Outstanding Notes..........................................................................     31
SECTION 2.09.         Treasury Notes.............................................................................     31
SECTION 2.10.         Temporary Notes............................................................................     31
SECTION 2.11.         Cancellation...............................................................................     32
SECTION 2.12.         Defaulted Interest.........................................................................     32
SECTION 2.13.         CUSIP Numbers..............................................................................     32

                                                        ARTICLE 3

                                                REDEMPTION AND PREPAYMENT

SECTION 3.01.         Notices to Trustee.........................................................................     32
SECTION 3.02.         Selection of Notes To Be Redeemed..........................................................     33
SECTION 3.03.         Notice of Redemption.......................................................................     33
SECTION 3.04.         Effect of Notice of Redemption.............................................................     34
SECTION 3.05.         Deposit of Redemption Price................................................................     34
SECTION 3.06.         Notes Redeemed in Part.....................................................................     34
SECTION 3.07.         Optional Redemption........................................................................     34
SECTION 3.08.         Mandatory Redemption.......................................................................     35
SECTION 3.09.         Offer to Purchase..........................................................................     35

                                                        ARTICLE 4

                                                        COVENANTS

SECTION 4.01.         Payment of Notes...........................................................................     37
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                  <C>
SECTION 4.02.         Maintenance of Office or Agency............................................................     37
SECTION 4.03.         Reports....................................................................................     37
SECTION 4.04.         Compliance Certificate.....................................................................     38
SECTION 4.05.         Taxes......................................................................................     38
SECTION 4.06.         Stay, Extension and Usury Laws.............................................................     39
SECTION 4.07.         Restricted Payments........................................................................     39
SECTION 4.08.         Dividend and Other Payment Restrictions Affecting Subsidiaries.............................     41
SECTION 4.09.         Incurrence of Indebtedness and Issuance of Preferred Stock.................................     42
SECTION 4.10.         Asset Sales................................................................................     44
SECTION 4.11.         Transactions With Affiliates...............................................................     45
SECTION 4.12.         Liens......................................................................................     46
SECTION 4.13.         Corporate Existence........................................................................     46
SECTION 4.14.         Offer To Repurchase Upon Change of Control.................................................     47
SECTION 4.15.         Anti-Layering..............................................................................     48
SECTION 4.16.         Intentionally Omitted......................................................................     48
SECTION 4.17.         Limitation on Issuances of Guarantees of Indebtedness......................................     48
SECTION 4.18.         Intentionally Omitted......................................................................     48
SECTION 4.19.         Business Activities........................................................................     48
SECTION 4.20.         Designation of Restricted and Unrestricted Subsidiaries....................................     48

                                                        ARTICLE 5

                                                       SUCCESSORS

SECTION 5.01.         Merger, Consolidation, or Sale of Assets...................................................     49
SECTION 5.02.         Successor Corporation Substituted..........................................................     49

                                                        ARTICLE 6

                                                  DEFAULTS AND REMEDIES

SECTION 6.01.         Events of Default..........................................................................     50
SECTION 6.02.         Acceleration...............................................................................     51
SECTION 6.03.         Other Remedies.............................................................................     52
SECTION 6.04.         Waiver of Past Defaults....................................................................     52
SECTION 6.05.         Control by Majority........................................................................     53
SECTION 6.06.         Limitation on Suits........................................................................     53
SECTION 6.07.         Rights of Holders of Notes To Receive Payment..............................................     53
SECTION 6.08.         Collection Suit by Trustee.................................................................     54
SECTION 6.09.         Trustee May File Proofs of Claim...........................................................     54
SECTION 6.10.         Priorities.................................................................................     54
SECTION 6.11.         Undertaking for Costs......................................................................     55

                                                        ARTICLE 7

                                                         TRUSTEE

SECTION 7.01.         Duties of Trustee..........................................................................     55
SECTION 7.02.         Rights of Trustee..........................................................................     56
SECTION 7.03.         Individual Rights of Trustee...............................................................     56
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                  <C>
SECTION 7.04.         Trustee's Disclaimer.......................................................................     57
SECTION 7.05.         Notice of Defaults.........................................................................     57
SECTION 7.06.         Reports by Trustee to Holders of the Notes.................................................     57
SECTION 7.07.         Compensation and Indemnity.................................................................     57
SECTION 7.08.         Replacement of Trustee.....................................................................     58
SECTION 7.09.         Successor Trustee by Merger, Etc...........................................................     59
SECTION 7.10.         Eligibility; Disqualification..............................................................     59
SECTION 7.11.         Preferential Collection of Claims Against Company..........................................     59

                                                        ARTICLE 8

                                   DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.         Satisfaction and Discharge.................................................................     59
SECTION 8.02.         Option To Effect Legal Defeasance or Covenant Defeasance...................................     60
SECTION 8.03.         Legal Defeasance...........................................................................     60
SECTION 8.04.         Covenant Defeasance........................................................................     61
SECTION 8.05.         Conditions to Legal or Covenant Defeasance.................................................     61
SECTION 8.06.         Deposited Money and Cash Equivalents To Be Held in Trust; Other Miscellaneous Provisions...     62
SECTION 8.07.         Repayment to Company.......................................................................     63
SECTION 8.08.         Reinstatement..............................................................................     63

                                                        ARTICLE 9

                                            AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.         Without Consent of Holders of Notes........................................................     63
SECTION 9.02.         With Consent of Holders of Notes...........................................................     64
SECTION 9.03.         Compliance With Trust Indenture Act........................................................     65
SECTION 9.04.         Revocation and Effect of Consents..........................................................     65
SECTION 9.05.         Notation on or Exchange of Notes...........................................................     66
SECTION 9.06.         Trustee To Sign Amendments, Etc............................................................     66

                                                       ARTICLE 10

                                                      SUBORDINATION

SECTION 10.01.        Agreement to Subordinate...................................................................     66
SECTION 10.02.        Liquidation; Dissolution; Bankruptcy.......................................................     66
SECTION 10.03.        Default on Designated Senior Debt..........................................................     67
SECTION 10.04.        Acceleration of Securities.................................................................     68
SECTION 10.05.        When Distribution Must Be Paid Over........................................................     68
SECTION 10.06.        Notice By Company..........................................................................     68
SECTION 10.07.        Subrogation................................................................................     68
SECTION 10.08.        Relative Rights............................................................................     68
SECTION 10.09.        Subordination May Not Be Impaired by Company...............................................     69
SECTION 10.10.        Distribution or Notice to Representative...................................................     69
SECTION 10.11.        Rights of Trustee and Paying Agent.........................................................     69
SECTION 10.12.        Authorization To Effect Subordination......................................................     69
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                  <C>
SECTION 10.13.        Amendments.................................................................................     70
SECTION 10.14.        Trust Payments and Distributions...........................................................     70

                                                       ARTICLE 11

                                                  SUBSIDIARY GUARANTEES

SECTION 11.01.        Guarantee..................................................................................     70
SECTION 11.02.        Subordination of Subsidiary Guarantee......................................................     71
SECTION 11.03.        Limitation on Guarantor Liability..........................................................     71
SECTION 11.04.        Execution and Delivery of Subsidiary Guarantee.............................................     71
SECTION 11.05.        Guarantors May Consolidate, Etc., on Certain Terms.........................................     72
SECTION 11.06.        Releases Following Sale of Assets..........................................................     73

                                                       ARTICLE 12

                                                      MISCELLANEOUS

SECTION 12.01.        Trust Indenture Act Controls...............................................................     73
SECTION 12.02.        Notices....................................................................................     73
SECTION 12.03.        Communication by Holders of Notes With Other Holders of Notes..............................     75
SECTION 12.04.        Certificate and Opinion as to Conditions Precedent.........................................     75
SECTION 12.05.        Statements Required in Certificate or Opinion..............................................     75
SECTION 12.06.        Rules by Trustee and Agents................................................................     75
SECTION 12.07.        No Personal Liability of Directors, Officers, Employees and Stockholders...................     76
SECTION 12.08.        Governing Law..............................................................................     76
SECTION 12.09.        No Adverse Interpretation of Other Agreements..............................................     76
SECTION 12.10.        Successors.................................................................................     76
SECTION 12.11.        Severability...............................................................................     76
SECTION 12.12.        Counterpart Originals......................................................................     76
SECTION 12.13.        Table of Contents, Headings, Etc...........................................................     76
</TABLE>

                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF IAI CERTIFICATE
Exhibit E         FORM OF SUBSIDIARY GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE

                                      -iv-
<PAGE>

         INDENTURE dated as of March 23, 2004 among Team Health, Inc., a
Tennessee corporation (the "Company"), each of the Guarantors named herein, as
Guarantors, and The Bank of New York, a bank and trust company organized under
the New York Banking Law, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 9% Senior Subordinated Notes due 2012 (the "Notes"):

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

         "144A Global Note" means a global note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A.

         "Acquired Debt" means, with respect to any specified Person (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of such
specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

         "Additional Notes" has the meaning given to such term in Section 2.02.

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

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

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

         "Asset Sale" means:

                  (i)      the sale, lease, conveyance or other disposition (a
         "Disposition") of any assets or rights (including, without limitation,
         by way of a sale and leaseback) (provided that the sale, lease,
         conveyance or other disposition of all or substantially all of the
         assets of the Company and its Restricted Subsidiaries taken as a whole
         will be governed by Sections 4.14 and/or 5.01 hereof and not Section
         4.10 hereof); and

<PAGE>

                  (ii)     the issue or sale by the Company or any of its
         Restricted Subsidiaries of Equity Interests of any of the Company's
         Restricted Subsidiaries, in the case of either clause (1) or (2),
         whether in a single transaction or a series of related transactions:

                           (A)      that have a fair market value in excess of
                  $1.0 million, or

                           (B)      for net proceeds in excess of $1.0 million.

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

                  (i)      a disposition of assets by the Company to a
         Restricted Subsidiary or by a Restricted Subsidiary to the Company or
         to another Restricted Subsidiary;

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

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

                  (iv)     a disposition in the ordinary course of business;

                  (v)      any Liens permitted by this Indenture and
         foreclosures thereon;

                  (vi)     any exchange of property pursuant to Section 1031 on
         the Internal Revenue Code of 1986, as amended, for use in a Permitted
         Business; and

                  (viii)   the licensing of intellectual property.

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

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

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

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

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

         "Cash Equivalents" means (i) United States dollars, (ii) Government
Securities having maturities of not more than twelve months from the date of
acquisition, (iii) certificates of deposit and eurodollar time deposits with
maturities of twelve months or less from the date of acquisition, bankers'
acceptances with maturities of twelve months or less from the date of
acquisition and overnight bank deposits, in each case with any lender party to
the Senior Credit Facilities or with any domestic commercial bank having

                                      -2-
<PAGE>

capital and surplus in excess of $500 million and a Thompson Bank Watch Rating
of "B" or better, (iv) repurchase obligations with a term of not more than 30
days for underlying securities of the types described in clauses (ii) and (iii)
above entered into with any financial institution meeting the qualifications
specified in clause (iii) above, (v) commercial paper having the rating of "P-2"
(or higher) from Moody's Investors Service, Inc. or "A-2" (or higher) from
Standard & Poor's Corporation and in each case maturing within twelve months
after the date of acquisition, (vi) any fund investing substantially all its
assets in investments that constitute Cash Equivalents of the kinds described in
clauses (i) through (v) of this definition and (vii) any investment which would
constitute Cash Equivalents of the kinds described in clauses (ii) through (vi)
of this definition if the maturity of such investment was twelve months or less;
provided that (x) such investment is made with the purpose of satisfying future
contingent obligations arising out of the Company's self-insurance program and
(y) the maturity of such investment is not more than twelve months later than
the estimated date of payment of such contingent liabilities measured at the
date of acquisition of such investment.

         "Cedel" means Cedel Bank, SA.

         "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Subsidiaries taken as a
whole to any "person" (as such term is used in Section 13(d)(3) of the Exchange
Act) other than the Principals or a Related Party of any of the Principals; (ii)
the adoption of a plan relating to the liquidation or dissolution of the
Company; (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than the Principals and their Related
Parties, becomes the "beneficial owner" (as such term is defined in Rule 13d-3
and Rule 13d-5 under the Exchange Act), directly or indirectly, of 50% or more
of the Voting Stock of the Company (measured by voting power rather than number
of shares); or (iv) the first day on which a majority of the members of the
Board of Directors of the Company are not Continuing Directors.

         "Company" means Team Health, Inc. and any and all successors thereto.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period, plus,
(minus) to the extent deducted (added) in computing such Consolidated Net
Income: (i) provision for taxes based on income or profits of such Person and
its Subsidiaries for such period; plus (ii) consolidated interest expense of
such Person and its Subsidiaries for such period, whether paid or accrued and
whether or not capitalized (including, without limitation, amortization of debt
issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or
bankers' acceptance financings, and net payments, if any, pursuant to Hedging
Obligations); plus (iii) depreciation, amortization (including amortization of
goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash charges (excluding
any such non-cash charge to the extent that it represents an accrual of or
reserve for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) of such Person and its Subsidiaries for
such period; plus (iv) expenses and charges of the Company related to the
Transactions which are paid, taken or otherwise accounted for within 90 days of
the consummation of the Transactions, plus (v) any non-capitalized transaction
costs incurred in connection with actual or proposed financings, acquisitions or
divestitures (including, but not limited to, financing and refinancing fees and
costs incurred in connection with the Transactions), plus (vi) amounts paid
pursuant to the Management Services Agreement. Notwithstanding the preceding,
the provision for taxes on the income or profits of, and the depreciation and
amortization and other non-cash charges of, a Subsidiary of the referent Person
shall be added to Consolidated Net Income to compute Consolidated Cash Flow only
to the extent

                                      -3-
<PAGE>

(and in the same proportion) that Net Income of such Subsidiary was included in
calculating Consolidated Net Income of such Person.

         "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication: (a) the interest expense of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP (including amortization of original issue
discount, non-cash interest payments, the interest component of all payments
associated with Capital Lease Obligations, commissions, discounts and other fees
and charges incurred in respect of letter of credit or bankers' acceptance
financings, and net payments, if any, pursuant to Hedging Obligations; provided
that in no event shall any amortization of deferred financing costs be included
in Consolidated Interest Expense); plus (b) the consolidated capitalized
interest of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued. Notwithstanding the preceding, the Consolidated Interest
Expense with respect to any Restricted Subsidiary that is not a Wholly Owned
Restricted Subsidiary shall be included only to the extent (and in the same
proportion) that the net income of such Restricted Subsidiary was included in
calculating Consolidated Net Income.

         "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (i) the Net Income (but not loss) of any Person that is
not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or (subject to clause (ii)
below) a Restricted Subsidiary thereof; (ii) the Net Income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary or its stockholders; (iii) the cumulative effect of a change in
accounting principles shall be excluded; and (iv) the Net Income of any
Unrestricted Subsidiary shall be excluded, whether or not distributed to the
Company or one of its Restricted Subsidiaries for purposes of Section 4.09
hereof and shall be included for purposes of Section 4.07 only to the extent of
the amount of dividends or distributions paid in cash to the Company or one of
its Restricted Subsidiaries; provided, further, that Consolidated Net Income
shall be reduced by the product of (x) the amount of all dividends on Designated
Preferred Stock (other than dividends paid in Qualified Equity Interests) paid,
accrued or scheduled to be paid or accrued during such period times (y) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
the Company, expressed as a decimal.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who: (i) was a member of such
Board of Directors on the date of this Indenture; (ii) was nominated for
election or elected to such Board of Directors with the approval of a majority
of the Continuing Directors who were members of such Board at the time of such
nomination or election; or (iii) was nominated by the Principals pursuant to the
Stockholders Agreement.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agent" means Bank of America, N.A., in its capacity as
Administrative Agent for the lenders party to the Senior Credit Facilities, or
any successor thereto or any person otherwise appointed.

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

                                      -4-
<PAGE>

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

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof, in the
form of Exhibit A hereto, except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

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

         "Designated Noncash Consideration" means any non-cash consideration
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as Designated Noncash Consideration pursuant to
an Officers' Certificate executed by the Chief Financial Officer of the Company.
Such Officers' Certificate shall state the basis of such valuation. A particular
item of Designated Noncash Consideration shall no longer be considered to be
outstanding to the extent it has been sold or liquidated for cash (but only to
the extent of the cash received).

         "Designated Option Payment" means payments to holders of options,
warrants or rights to acquire Capital Stock (whether through a bonus or
otherwise) made in connection with the payment of a dividend to holders of the
Company's or any Restricted Subsidiary's Capital Stock which payments are so
designated as Designated Option Payments pursuant to an Officers' Certificate.

         "Designated Preferred Stock" means preferred stock issued and sold for
cash in a bona-fide financing transaction that is designated as Designated
Preferred Stock pursuant to an Officers' Certificate on the issuance date
thereof, the net cash proceeds of which are excluded from the calculation set
forth in clause (c) the first paragraph of Section 4.07 and are not used for
purposes of clause (ii) of the second paragraph thereof.

         "Designated Senior Debt" means (i) any Indebtedness outstanding under
the Senior Credit Facilities and (ii) any other Senior Debt permitted under this
Indenture the principal amount of which is $25.0 million or more and that has
been designated by the Company as "Designated Senior Debt."

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the Holder thereof, in whole or in part, on or prior to the date
that is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would not qualify as Disqualified
Stock but for change of control or asset sale provisions shall not constitute
Disqualified Stock if the provisions are not more favorable to the holders of
such Capital Stock than the provisions of Section 4.10 and Section 4.14,
respectively, and such Capital Stock specifically provide that the Company will
not redeem or repurchase any such Capital Stock pursuant to such provisions
prior to the Company's purchase of the Notes as required pursuant to the
provisions of Section 4.10 and Section 4.14 respectively.

         "Domestic Restricted Subsidiary" means, with respect to the Company,
any Wholly Owned Restricted Subsidiary of the Company that was formed under the
laws of the United States of America.

                                      -5-
<PAGE>

         "Earn-out Obligation" means any contingent consideration based on
future operating performance of the acquired entity or assets payable following
the consummation of an acquisition based on criteria set forth in the
documentation governing or relating to such acquisition.

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

         "Equity Offering" means an offering of the Qualified Equity Interests
of the Company, or Equity Interests of the direct or indirect parent of the
Company, generating net proceeds to the Company of at least $25.0 million;
provided, however, that in the case of an issuance or sale of Equity Interests
of the direct or indirect parent of the Company, cash proceeds therefrom equal
to not less than 100% of the aggregate principal amount of any Notes to be
redeemed are received by the Company as a capital contribution or consideration
for the issuance and sale of Qualified Equity Interests immediately prior to
such redemption.

         "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

         "Exchange Notes" means the Notes issued in the Exchange Offer in
accordance with Section 2.06(f) hereof.

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

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

         "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Senior Credit Facilities) in
existence on the date of this Indenture, until such amounts are repaid.

         "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of: (i) the Consolidated Interest Expense of such
Person for such period; plus (ii) any interest expense on Indebtedness of
another Person that is Guaranteed by such Person or one of its Restricted
Subsidiaries or secured by a Lien on assets of such Person or one of its
Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon;
plus (iii) the product of (a) all dividend payments, whether or not in cash, on
any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividend payments on Equity Interests payable solely in
Qualified Equity Interests, times (b) a fraction, the numerator of which is one
and the denominator of which is one minus the then current combined federal,
state and local statutory tax rate of such Person, expressed as a decimal, in
each case, on a consolidated basis and in accordance with GAAP.

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

                                      -6-
<PAGE>

or redemption of preferred stock, as if the same had occurred at the beginning
of the applicable four-quarter reference period.

         In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

                  (i)      acquisitions that have been made by the Company or
         any of its Restricted Subsidiaries, including through mergers or
         consolidations and including any related financing transactions, during
         the four-quarter reference period or subsequent to such reference
         period and on or prior to the Calculation Date shall be calculated to
         include the Consolidated Cash Flow of the acquired entities on a pro
         forma basis (to be calculated in accordance with Article 11-02 of
         Regulation S-X, as in effect on the Issue Date) after giving effect to
         Pro Forma Cost Savings, shall be deemed to have occurred on the first
         day of the four-quarter reference period;

                  (ii)     the Consolidated Cash Flow attributable to operations
         or businesses disposed of prior to the Calculation Date shall be
         excluded; and

                  (iii)    the Fixed Charges attributable to operations or
         businesses disposed of prior to the Calculation Date shall be excluded,
         but only to the extent that the obligations giving rise to such Fixed
         Charges will not be obligations of the specified Person or any of its
         Restricted Subsidiaries following the Calculation Date.

         "Foreign Subsidiary" means any Subsidiary of the Company that is not
organized under the laws of a state or territory of the United States or the
District of Columbia.

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

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, issued in accordance
with certain sections of this Indenture.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

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

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

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

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

                                      -7-
<PAGE>

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

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

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, in respect of: (i) borrowed money; (ii) evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof); (iii) bankers' acceptances; (iv)
representing Capital Lease Obligations; or (v) the balance deferred and unpaid
of the purchase price of any property or representing any Hedging Obligations,
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the preceding items (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by such Person of any indebtedness of any other Person; provided that
Indebtedness shall not include (i) the pledge by the Company of the Capital
Stock of an Unrestricted Subsidiary of the Company to secure Non-Recourse Debt
of such Unrestricted Subsidiary or (ii) any Earn-out Obligation. The amount of
any Indebtedness outstanding as of any date shall be (i) the accreted value
thereof, in the case of any Indebtedness that does not require current payments
of interest, and (ii) the principal amount thereof, together with any interest
thereon that is more than 30 days past due, in the case of any other
Indebtedness.

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

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

         "Initial Notes" has the meaning given to such term in Section 2.02.

         "Insolvency or Liquidation Proceedings" means, with respect to any
Person: (i) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding,
relative to such Person or to the creditors of such Person, as such, or to the
assets of such Person; (ii) any liquidation, dissolution, reorganization or
winding up of such Person, whether voluntary or involuntary, and involving
insolvency or bankruptcy; or (iii) any assignment for the benefit of creditors
or any other marshaling of assets and liabilities of such Person.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

         "Interest" means, with respect to the Notes, interest and Liquidated
Damages, if any, on the Notes.

         "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of

                                      -8-
<PAGE>

any direct or indirect Restricted Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of the Company, the Company shall be deemed to have made
an Investment on the date of any such sale or disposition equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof. Notwithstanding the foregoing, purchases, redemptions or
other acquisitions of Equity Interests of the Company or any direct or indirect
parent of the Company shall not be deemed Investments.

         "Issue Date" means the date on which the initial $180.0 million in
aggregate principal amount of the Notes is originally issued under this
Indenture.

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

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

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

         "Liquidated Damages" means the additional interest (if any) payable by
the Company under the Registration Rights Agreement.

         "Management Services Agreement" means the Management Services Agreement
dated March 12, 1999 between the Company and each of the Principals.

         "Make-Whole Amount" means, in connection with any optional redemption
of any Note, the excess, if any, of: (i) the aggregate present value as of the
date of such redemption of the redemption price of such Note on April 1, 2008
(as set forth in the table below) and the aggregate amount of interest payments
(exclusive of interest accrued to the redemption date) that would have been
payable in respect of such Note through April 1, 2008 if such prepayment had not
been made, determined by discounting, on a semi-annual bond equivalent basis,
such redemption price and interest at the Treasury Rate (determined on the
business day preceding the date of such redemption) plus 75 basis points, from
the respective dates on which such redemption price and interest would have been
payable if such payment had not been made; over (ii) the principal amount of the
Note being redeemed.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however: (i) for purposes of
calculating Consolidated Cash Flow only, any gain or loss, together with any
related provision for taxes on such gain or loss, realized in connection with:
(a) any Asset Sale or (b) the acquisition or disposition of any securities by
such Person or any of its Restricted Subsidiaries; (ii) any income or expense
incurred in connection with the extinguishment of any Indebtedness of such
Person or any of its Restricted Subsidiaries; (iii) for purposes of calculating
Consolidated Cash Flow only, any extraordinary or nonrecurring gain or loss,
together with any related provision for taxes on such

                                      -9-
<PAGE>

extraordinary or nonrecurring gain or loss; (iv) any depreciation, amortization,
non-cash impairment or other non-cash charges or expenses recorded as a result
of the application of purchase accounting in accordance with Accounting
Principles Board Opinion Nos. 16 and 17 or SFAS Nos. 141 and 142; (v) any gain,
loss, income, expense or other charge recognized or incurred in connection with
changes in value or dispositions of Investments made pursuant to clause (vi) of
the definition of Permitted Investments (it being understood that this clause
(v) shall not apply to any expenses incurred in connection with the funding of
contributions to any plan); and (vi) any Designated Option Payments.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements), the amounts required to be applied
to the payment of Indebtedness (other than Indebtedness incurred pursuant to the
Senior Credit Facilities) secured by a Lien on the asset or assets that were the
subject of the Asset Sale, and any reserve for adjustment in respect of the sale
price of such asset or assets established in accordance with GAAP.

         "Non-Recourse Debt" means Indebtedness: (i) as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender; (ii) no default with respect to which
(including any rights that the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit upon notice, lapse of
time or both any holder of any other Indebtedness (other than the Notes) of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock (other than stock of
an Unrestricted Subsidiary pledged by the Company to secure debt of such
Unrestricted Subsidiary) or assets of the Company or any of its Restricted
Subsidiaries.

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

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes, if any are issued, shall
be treated as a single class for all purposes under this Indenture.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

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

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer, or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

                                      -10-
<PAGE>

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

         "Pari Passu Indebtedness" means any Indebtedness of the Company or any
Guarantor that ranks pari passu in right of payment with the Notes or the
Guarantees, as applicable.

         "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to The Depository Trust Company, shall include
Euroclear and Cedel).

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

         "Permitted Business" means any business in which the Company and its
Restricted Subsidiaries are engaged on the date of this Indenture or any
business reasonably related, incidental or ancillary thereto.

         "Permitted Investments" means: (i) any Investment in the Company or in
a Restricted Subsidiary of the Company; (ii) any Investment in Cash Equivalents;
(iii) any Investment by the Company or any Restricted Subsidiary of the Company
in a Person, if as a result of such Investment: (a) such Person becomes a
Restricted Subsidiary of the Company; or (b) such Person is merged, consolidated
or amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of the
Company; (iv) any Restricted Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant to and in
compliance with Section 4.10 hereof; (v) any acquisition of assets solely in
exchange for the issuance of Qualified Equity Interests; (vi) Investments made
in connection with the funding of contributions under any non-qualified employee
retirement plan or similar employee compensation plan in an amount not to exceed
the amount of compensation expense recognized by the Company and its Restricted
Subsidiaries in connection with such plans; and (vii) other Investments made
after the date of this Indenture in any Person having an aggregate fair market
value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other
Investments made pursuant to this clause (vii) since the date of this Indenture,
not to exceed $15.0 million.

         "Permitted Liens" means (i) Liens securing Senior Debt (including,
without limitation, Indebtedness under the Senior Credit Facilities) permitted
by the terms of this Indenture to be incurred or other Indebtedness allowed to
be incurred under clause (i) of the second paragraph of Section 4.09 hereof;
(ii) Liens in favor of the Company or any Restricted Subsidiary; (iii) Liens on
property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Restricted Subsidiary of the Company,
provided that such Liens were not incurred in contemplation of such merger or
consolidation and do not extend to any assets other than those of the Person
merged into or consolidated with the Company or any Restricted Subsidiary; (iv)
Liens on property existing at the time of acquisition thereof by the Company or
any Restricted Subsidiary of the Company, provided such Liens were not incurred
in contemplation of such acquisition; (v) Liens to secure the performance of
statutory obligations, surety or appeal bonds, performance bonds or other
obligations of, a like nature incurred in the ordinary course of business; (vi)
Liens existing on the date of this Indenture; (vii) Liens for taxes, assessments
or governmental charges or claims that are not yet delinquent or that are being
contested in good faith by appropriate proceedings promptly instituted and
diligently concluded, provided that any reserve or other appropriate provision
as shall be required in conformity with GAAP shall have been made therefor;
(viii) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (iv) of the second paragraph of Section 4.09 hereof; (ix)
Liens to secure Refinancing Indebtedness of Indebtedness secured by Liens
referred to in the foregoing clauses (i), (iii), (iv), (vi) and (viii) and this
clause (ix); provided that in

                                      -11-
<PAGE>

the case of Liens securing Permitted Refinancing Indebtedness of Indebtedness
secured by Liens referred to in the foregoing clauses (iii), (iv), (vi) and
(viii) and this clause (ix), such Liens do not extend to any additional assets
(other than improvements thereon and replacements thereof); (x) Liens incurred
in the ordinary course of business of the Company or any Restricted Subsidiary
of the Company with respect to obligations that do not exceed $7.5 million at
any one time outstanding and that: (a) are not incurred in connection with the
borrowing of money or the obtaining of advances or credit (other than trade
credit in the ordinary course of business) and (b) do not in the aggregate
materially detract from the value of the property or materially impair the use
thereof in the operation of business by the Company or such Restricted
Subsidiary; (xi) Liens on assets of Unrestricted Subsidiaries that secure
Non-Recourse Debt of Unrestricted Subsidiaries; (xii) easements, rights-of-way,
zoning and similar restrictions and other similar encumbrances or title defects
incurred or imposed, as applicable, in the ordinary course of business and
consistent with industry practices; (xiii) any interest or title of a lessor
under any Capital Lease Obligation; (xiv) Liens securing reimbursement
obligations with respect to commercial letters of credit which encumber
documents and other property relating to such letters of credit and products and
proceeds thereof; (xv) Liens encumbering deposits made to secure obligations
arising from statutory, regulatory, contractual or warranty requirements of the
Company or any of its Restricted Subsidiaries, including rights of offset and
set-off; (xvi) Liens securing Hedging Obligations which Hedging Obligations
relate to Indebtedness that is otherwise permitted under this Indenture (xvii)
leases or subleases granted to others that do not materially interfere with the
ordinary course of business of the Company and its Restricted Subsidiaries; and
(xviii) Liens arising from filing Uniform Commercial Code financing statements
regarding leases.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries;
provided that: (i) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount of
(or accreted value, if applicable), plus accrued interest on, the Indebtedness
so extended, refinanced, renewed, replaced, defeased or refunded (plus the
amount of reasonable expenses incurred in connection therewith); (ii) such
Permitted Refinancing Indebtedness has a final maturity date no earlier than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or
greater than the Weighted Average Life to Maturity of, the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded; and (iii) if the
Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded
is subordinated in right of payment to the Notes, such Permitted Refinancing
Indebtedness has a final maturity date later than the final maturity date of,
and is subordinated in right of payment to, the Notes on terms at least as
favorable to the Holders of Notes as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded.

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

         "Principals" means Cornerstone Equity Investors, LLC, Madison Dearborn
Partners, Inc. and Beecken Petty O'Keefe & Company L.L.C. and their respective
Affiliates.

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

         "Pro Forma Cost Savings" means, with respect to any period, the
reductions in costs (including, without limitation, such reductions resulting
from employee terminations, facilities consolidations and

                                      -12-
<PAGE>

closings, standardization of employee benefits and compensation policies,
consolidation of property, casualty and other insurance coverage and policies,
standardization of sales and distribution methods, reductions in taxes other
than income taxes) that occurred during such period that are (i) directly
attributable to an asset acquisition and calculated on a basis that is
consistent with Article 11 of Regulation S-X under the Securities Act or (ii)
implemented, committed to be implemented, specifically identified to be
implemented or the commencement of implementation of which has begun in good
faith by the business that was the subject of any such asset acquisition within
six months of the date of the asset acquisition and that are supportable and
quantifiable by the underlying records of such business, as if, in the case of
each of clauses (i) and (ii), all such reductions in costs had been effected as
of the beginning of such period, decreased by any incremental expenses incurred
or to be incurred during such period in order to achieve such reduction in
costs.

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

         "Qualified Equity Interests" means Equity Interests of the Company
other than Disqualified Stock.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of March 23, 2004, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Company and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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

         "Regulation S Global Note" means a global Note bearing the Global Note
Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes resold in
reliance on Rule 904 of Regulation S.

         "Related Party" with respect to any Principal means: (i) any
controlling stockholder or partner, 80% (or more) owned Subsidiary, or spouse or
immediate family member (in the case of an individual) of such Principal or (ii)
any trust, corporation, partnership or other entity, the beneficiaries,
stockholders, partners, owners or Persons beneficially holding a 51% or more
controlling interest of which consist of such Principal and/or such other
Persons referred to in the immediately preceding clause (i).

         "Reorganization Securities" means securities distributed to Holders of
the Notes in an Insolvency or Liquidation Proceeding pursuant to a plan of
reorganization consented to by each class of the Senior Debt, but only if all of
the terms and conditions of such securities including, without limitation, term,
tenor, interest, amortization, subordination, standstills, covenants and
defaults are at least as favorable (and provide the same relative benefits) to
the holders of Senior Debt and to the holders of any security distributed in
such Insolvency or Liquidation Proceeding on account of any such Senior Debt as
the terms and conditions of the Notes and this Indenture are, and provide to the
holders of Senior Debt.

         "Representative" means the Trustee, agent or representative for any
Senior Debt.

         "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated

                                      -13-
<PAGE>

officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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

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

         "Restricted Investment" means any Investment other than a Permitted
Investment.

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

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

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

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

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

         "SEC" means the Securities and Exchange Commission.

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

         "Senior Credit Facilities" means the Credit Agreement dated the date of
this Indenture among the Company, the guarantors party thereto, the Credit Agent
and Banc of America Securities LLC and J.P. Morgan Securities LLC, as
co-arrangers, and the other agents and lenders named therein, providing for
revolving credit borrowings and term loans, including any related notes,
guarantees, collateral documents, instruments and agreements executed in
connection therewith, and in each case as amended, modified, renewed, refunded,
replaced or refinanced from time to time including increases in principal
amount.

         "Senior Debt" means: (i) all Indebtedness outstanding under the Senior
Credit Facilities, including any Guarantees thereof and all Hedging Obligations
with respect thereto; (ii) any other Indebtedness permitted to be incurred by
the Company under the terms of this Indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes; and (iii) all Obligations with
respect to the preceding clauses (i) and (ii) (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is allowed
as a claim under applicable law). Notwithstanding anything to the contrary in
the preceding, Senior Debt will not include: (u) any Indebtedness that is, by
its express terms, subordinated in right of payment to any other Indebtedness of
the Company or any Guarantor; (v) any liability for federal, state, local or
other taxes owed or owing by the Company; (w) any Indebtedness of the Company to
any of its Subsidiaries; (x) any trade payables; (y) any Earn-out Obligations;
or (z) any Indebtedness that is incurred in violation of this Indenture.

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

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

                                      -14-
<PAGE>

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

         "Statistical Release" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded U.S.
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any determination, then such other
reasonably comparable index which shall be designated by the Trustee.

         "Subsidiary" means, with respect to any Person: (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof); and (ii) any partnership or limited liability company (a) the sole
general partner or the managing general partner or managing member of which is
such Person or a Subsidiary of such Person or (b) the only general partners of
which are such Person or of one or more Subsidiaries of such Person (or any
combination thereof).

         "Subsidiary Guarantee" means the Guarantee by each Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.

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

         "Total Assets" means the total consolidated assets of the Company and
its Restricted Subsidiaries, as would be shown on the Company's consolidated
balance sheet in accordance with GAAP on the date of determination.

         "Transactions" means the refinancing of certain of the Company's
indebtedness, in connection with which the Company will: (i) enter into the
Senior Credit Facilities; (ii) redeem $162.8 million of its outstanding
preferred stock; (iii) offer to purchase all of the Company's 12% Senior
Subordinated Notes due 2009 pursuant to a tender offer and consent solicitation
and redeem any of the Company's 12% Senior Subordinated Notes due 2009 not
tendered in the tender offer; and (iv) fund up to a $30 million dividend to its
existing shareholders.

         "Treasury Rate" means, in connection with the calculation of any
Make-Whole Amount with respect to any Note, the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity, as
compiled by and published in the most recent Statistical Release that has become
publicly available at least two business days prior to the redemption date,
equal to the period from the redemption date to April 1, 2008. If no maturity
exactly corresponds to such period, yields for the published maturities
occurring prior to and after such maturity most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding sentence and
the Treasury Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to the nearest
month, except that if the period from such redemption date to April 1, 2008 is
less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

                                      -15-
<PAGE>

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

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

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

         "Unrestricted Subsidiary" means with respect to any Person, any
Subsidiary of such Person that is designated by the Board of Directors of such
Person as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to
the extent that such Subsidiary: (i) has no Indebtedness other than Non-Recourse
Debt; (ii) is not party to any agreement, contract, arrangement or understanding
with the Company or any Restricted Subsidiary of the Company unless the terms of
any such agreement, contract, arrangement or understanding are no less favorable
to the Company or such Restricted Subsidiary than those that might be obtained
at the time from Persons who are not Affiliates of the Company; (iii) is a
Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results; and (iv) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Company or any of
its Restricted Subsidiaries. Any designation of a Subsidiary of the Company as
an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such section. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall be permitted only if: (1)
such Indebtedness is permitted under Section 4.09, and (2) no Default or Event
of Default would be in existence following such designation.

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

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

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

                                      -16-
<PAGE>

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02.     Other Definitions.

<TABLE>
<CAPTION>
                                                                                                  Defined in
Term                                                                                                Section
----                                                                                              ----------
<S>                                                                                               <C>
"Affiliate Transaction".....................................................................         4.11
"Asset Sale Offer"..........................................................................         4.10
"Authentication Order"......................................................................         2.02
"Change of Control Offer"...................................................................         4.14
"Change of Control Payment".................................................................         4.14
"Change of Control Payment Date"............................................................         4.14
"Covenant Defeasance".......................................................................         8.04
"Event of Default"..........................................................................         6.01
"Excess Proceeds"...........................................................................         4.10
"incur".....................................................................................         4.09
"Legal Defeasance"..........................................................................         8.03
"Offer Amount"..............................................................................         3.09
"Offer Period"..............................................................................         3.09
"Paying Agent"..............................................................................         2.03
"Permitted Debt"............................................................................         4.09
"Purchase Date".............................................................................         3.09
"Registrar".................................................................................         2.03
"Repurchase Offer"..........................................................................         3.09
"Restricted Payments".......................................................................         4.07
</TABLE>

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

         "obligor" on the Notes means the Company and any successor obligor upon
the Notes.

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

                                      -17-
<PAGE>

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 in the
         plural include the singular;

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

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

                                    ARTICLE 2

                                    THE NOTES

SECTION 2.01. Form and Dating.

         (a)      General. 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. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

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

         (b)      Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

         (c)      Euroclear and Cedel Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General

                                      -18-
<PAGE>

Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall
be applicable to transfers of beneficial interests in the Regulation S Global
Notes that are held by Participants through Euroclear or Cedel Bank.

SECTION 2.02. Execution and Authentication.

         One Officer shall sign the Notes for the Company by manual or facsimile
signature.

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

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

         The Trustee shall authenticate (i) on the Issue Date, Notes for
original issue in the aggregate principal amount not to exceed $180,000,000 (the
"Initial Notes"), (ii) additional Notes (the "Additional Notes") having
identical terms and conditions to the Initial Notes, except for issue date,
issue price and first interest payment date, in an unlimited amount (so long as
not otherwise prohibited by the terms of this Indenture, including, without
limitation, Section 4.09) and (iii) 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 Company in the form
of a certificate of an Officer of the Company (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 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 Company shall be
accompanied by an Opinion of Counsel of the Company in a form reasonably
satisfactory to the Trustee.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

SECTION 2.03. Registrar and Paying Agent.

         The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Restricted Subsidiaries may act as Paying Agent or Registrar, except that
for purposes of Article 8, neither the Company nor any of its Affiliates shall
act as Paying Agent.

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

                                      -19-
<PAGE>

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

SECTION 2.04. Paying Agent To Hold Money in Trust.

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

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
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06. Transfer and Exchange.

         (a)      Transfer and Exchange of Global Notes. A Global Note may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. All Global Notes shall be
exchanged by the Company for Definitive Notes if (i) the Company delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee. Upon the occurrence of either of
the preceding events in (i) or (ii) above, Definitive Notes shall be issued in
such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

         (b)      Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require

                                      -20-
<PAGE>

compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend. Beneficial interests in any Unrestricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Note. No written orders
         or instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar either (A) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         credit or cause to be credited a beneficial interest in the Global Note
         in an amount equal to the beneficial interest to be transferred or
         exchanged and (2) instructions given in accordance with the Applicable
         Procedures containing information regarding the Participant account to
         be credited with such increase or (B) (1) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Definitive Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Definitive Note shall be
         registered to effect the transfer or exchange referred to in (1) above.
         Upon consummation of an Exchange Offer by the Company in accordance
         with Section 2.06(f) hereof, the requirements of this Section
         2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
         Registrar of the instructions contained in the Letter of Transmittal
         delivered by the Holder of such beneficial interests in the Restricted
         Global Notes. Upon satisfaction of all of the requirements for transfer
         or exchange of beneficial interests in Global Notes contained in this
         Indenture and the Notes or otherwise applicable under the Securities
         Act, the Trustee shall adjust the principal amount of the relevant
         Global Note(s) pursuant to Section 2.06(h) hereof.

                  (iii)    Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(ii) above
         and the Registrar receives the following:

                           (A)      if the transferee shall take delivery in the
                  form of a beneficial interest in the 144A Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (1)
                  thereof; and

                           (B)      if the transferee shall take delivery in the
                  form of a beneficial interest in the Regulation S Global Note,
                  then the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof.

                  (iv)     Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                                      -21-
<PAGE>

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

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

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

                           (D)      the Registrar receives the following:

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

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

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

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

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

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

                                      -22-
<PAGE>

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

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

                           (C)      if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

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

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

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

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

         the Trustee shall cause the aggregate principal amount of the
         applicable Global Note to be reduced accordingly pursuant to Section
         2.06(h) hereof, and the Company shall execute and the Trustee shall
         authenticate and deliver to the Person designated in the instructions a
         Definitive Note in the appropriate principal amount. Any Definitive
         Note issued in exchange for a beneficial interest in a Restricted
         Global Note pursuant to this Section 2.06(c) shall be registered in
         such name or names and in such authorized denomination or denominations
         as the holder of such beneficial interest shall instruct the Registrar
         through instructions from the Depositary and the Participant or
         Indirect Participant. The Trustee shall deliver such Definitive Notes
         to the Persons in whose names such Notes are so registered. Any
         Definitive Note issued in exchange for a beneficial interest in a
         Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear
         the Private Placement Legend and shall be subject to all restrictions
         on transfer contained therein.

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

                                      -23-
<PAGE>

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

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

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

                           (D)      the Registrar receives the following:

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

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

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

                  (iii)    Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Definitive Notes. If any holder of a beneficial interest
         in an Unrestricted Global Note proposes to exchange such beneficial
         interest for a Definitive Note or to transfer such beneficial interest
         to a Person who takes delivery thereof in the form of a Definitive
         Note, then, upon satisfaction of the conditions set forth in Section
         2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Company shall execute and the
         Trustee shall authenticate and deliver to the Person designated in the
         instructions a Definitive Note in the appropriate principal amount. Any
         Definitive Note issued in exchange for a beneficial interest pursuant
         to this Section 2.06(c)(iii) shall be registered in such name or names
         and in such authorized denomination or denominations as the holder of
         such beneficial interest shall instruct the Registrar through
         instructions from the Depositary and the Participant or Indirect
         Participant. The Trustee shall deliver such Definitive Notes to the
         Persons in whose names such Notes are so registered. Any Definitive
         Note issued in exchange for a beneficial interest pursuant to this
         Section 2.06(c)(iii) shall not bear the Private Placement Legend.

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

                                      -24-
<PAGE>

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

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

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

                           (C)      if such Restricted Definitive Note is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

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

                           (E)      if such Restricted Definitive Note is being
                  transferred to an Institutional Accredited Investor in
                  reliance on an exemption from the registration requirements of
                  the Securities Act other than those listed in subparagraphs
                  (B) through (D) above, a certificate to the effect set forth
                  in Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable;

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

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

         the Trustee shall cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (C)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

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

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of

                                      -25-
<PAGE>

                  Transmittal that it is not (1) a broker-dealer, (2) a Person
                  participating in the distribution of the Exchange Notes or (3)
                  a Person who is an affiliate (as defined in Rule 144) of the
                  Company;

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

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

                           (D)      the Registrar receives the following:

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

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

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act. Upon satisfaction of the
                  conditions of any of the subparagraphs in this Section
                  2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
                  increase or cause to be increased the aggregate principal
                  amount of the Unrestricted Global Note.

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

         If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

         (e)      Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder

                                      -26-
<PAGE>

shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

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

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

                           (B)      if the transfer shall be made pursuant to
                  Rule 903 or Rule 904, then the transferor must deliver a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (2) thereof; and

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

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

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

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

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

                           (D)      the Registrar receives the following:

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

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

                                      -27-
<PAGE>

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

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

         (f)      Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

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

                  (i)      Private Placement Legend.

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

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
                  SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
                  THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
                  REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
                  OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
                  UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
                  SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS
                  ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
                  ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
                  OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
                  DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO
                  YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
                  THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE
                  ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
                  SUCH SECURITY),

                                      -28-
<PAGE>

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

                           (B)      Notwithstanding the foregoing, any Global
                  Note or Definitive Note issued pursuant to subparagraphs
                  (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii),
                  (e)(iii) or (f) to this Section 2.06 (and all Notes issued in
                  exchange therefor or substitution thereof) shall not bear the
                  Private Placement Legend.

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

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN
                  THIS INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY
                  FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.07 OF THIS INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.06(a) OF THIS INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.11 OF THIS INDENTURE AND (IV) THIS GLOBAL NOTE MAY
                  BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
                  WRITTEN CONSENT OF THE COMPANY."

                                      -29-
<PAGE>

         (h)      Cancellation and/or Adjustment of Global Notes. At such time
as all beneficial interests in a particular Global Note have been exchanged for
Definitive 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 shall take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
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 shall 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.

         (i)      General Provisions Relating to Transfers and Exchanges.

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

                  (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Definitive
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14
         and 9.05 hereof).

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

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

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (c) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

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

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

                                      -30-
<PAGE>

                  (viii)   All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile with the original to follow by first class mail.

SECTION 2.07. Replacement Notes,

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         Every replacement Note issued pursuant to this Section 2.07 is an
additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

SECTION 2.08. Outstanding Notes.

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

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

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If
the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such Notes shall be
deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09. Treasury Notes.

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

SECTION 2.10. Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable

                                      -31-
<PAGE>

delay, the Company shall prepare and the Trustee shall authenticate definitive
Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11. Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. Subject to Section 2.07, the Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

SECTION 2.12. Defaulted Interest.

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

SECTION 2.13. CUSIP Numbers.

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

                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

SECTION 3.01. Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days but not more than 75 days before a redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

                                      -32-
<PAGE>

SECTION 3.02. Selection of Notes To Be Redeemed.

         If less than all of the Notes are to be redeemed at any time, selection
of Notes for redemption shall be made by the Trustee in compliance with the
requirements of the principal national securities exchange, if any, on which the
Notes are listed, or, 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. In the
event of a partial redemption pursuant to Section 3.07(a) hereof, selection of
the Notes or portions thereof for redemption shall be made by the Trustee only
on a pro rata basis or on as nearly a pro rata basis as is practicable (subject
to the procedures of The Depository Trust Company), unless that method is
otherwise prohibited. In the event of partial redemption by lot, the particular
Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 45 nor more than 75 days prior to the redemption date by the Trustee
(unless a shorter time period shall be satisfactory to the Trustee) from the
outstanding Notes not previously called for redemption.

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

SECTION 3.03. Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company shall mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

         The notice shall identify the Notes to be redeemed and shall state:

         (a)      the redemption date;

         (b)      the redemption price;

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

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

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

         (f)      that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date;

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

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

                                      -33-
<PAGE>

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

SECTION 3.04. Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05. Deposit of Redemption Price.

         One Business Day prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption price of, and accrued interest on,
all Notes to be redeemed.

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

SECTION 3.06. Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

SECTION 3.07. Optional Redemption.

         (a)      At any time prior to April 1, 2007 the Company may, on one or
more occasions, redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 109% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that (1) at least 65% of the aggregate principal amount of
Notes issued under this Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by the Company and its
Subsidiaries); and (2) such redemption shall occur within 90 days of the date of
the closing of such Equity Offering.

         (b)      At any time prior to April 1, 2008, the Notes will be
redeemable, on one or more occasions, in whole or in part, at the option of the
Company upon not less than 30 nor more than 60 days' notice

                                      -34-
<PAGE>

at a redemption price equal to the sum of: (a) 100% of the principal amount
thereof, plus accrued and unpaid interest thereon to the redemption date; plus
(b) the Make-Whole Amount, if any.

(c) On or after April 1, 2008, the Company may, on one or more occasions, redeem
all or a part of the Notes, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on April 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                                               Percentage
----                                                                               ----------
<S>                                                                                <C>
2008........................................................................        104.500%
2009........................................................................        102.250%
2010 and thereafter.........................................................        100.000%
</TABLE>

         (d)      Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08. Mandatory Redemption.

         Except as set forth below in Section 4.14, the Company is not required
to make mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.09. Offer to Purchase.

         In the event that, pursuant to Sections 4.10 and 4.14 hereof, the
Company shall be required to commence an offer to all Holders to purchase Notes
(a "Repurchase Offer"), it shall follow the procedures specified below.

         The Repurchase Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 or 4.14 hereof (the "Offer Amount") or, if
less than the Offer Amount has been tendered, all Notes tendered in response to
the Repurchase Offer. Payment for any Notes so purchased shall be made in the
same manner as interest payments are made.

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

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

                  (a)      that the Repurchase Offer is being made pursuant to
         this Section 3.09 and Sections 4.10 or 4.14 hereof and the length of
         time the Repurchase Offer shall remain open;

                                      -35-
<PAGE>

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

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

                  (d)      that, unless the Company defaults in making such
         payment, any Note accepted for payment pursuant to the Repurchase Offer
         shall cease to accrue interest after the Purchase Date;

                  (e)      that Holders electing to have a Note purchased
         pursuant to a Repurchase Offer may only elect to have all of such Note
         purchased or a portion of such Note in denominations of $1,000 or
         integral multiples thereof;

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

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

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

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

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

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

                                      -36-
<PAGE>

                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01. Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if a Person other than the Company or a Subsidiary
thereof, holds as of 12:00 p.m. (noon) Eastern Time on the due date money
deposited by the Company in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and interest then due. The
Company shall pay all Liquidated Damages, if any, in the same manner on the
dates and in the amounts set forth in the Registration Rights Agreement.

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

SECTION 4.02. Maintenance of Office or Agency.

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

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

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

SECTION 4.03. Reports.

         (a)      Whether or not required by the rules and regulations of the
SEC, so long as any Notes are outstanding, the Company shall furnish to the
Holders of Notes and the Trustee, within the time periods specified in the SEC's
rules and regulations: (i) all quarterly and annual information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Company were required to file such Forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report on the annual financial statements by
the Company's certified independent accountants; and (ii) all current reports
that would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports. In addition,

                                      -37-
<PAGE>

following the consummation of the exchange offer contemplated by the
Registration Rights Agreement, whether or not required by the SEC, the Company
shall file a copy of all the information and reports referred to in clauses (i)
and (ii) above with the SEC for public availability within the time periods
specified in the SEC's rules and regulations (unless the SEC shall not accept
such a filing) and make such information available to securities analysts and
prospective investors upon request.

         (b)      For so long as any Notes remain outstanding, the Company will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d) (4) under the Securities Act. The Company shall at all times comply with
TIA Section 314(a).

SECTION 4.04. Compliance Certificate.

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

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

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

SECTION 4.05. Taxes.

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

                                      -38-
<PAGE>

SECTION 4.06. Stay, Extension and Usury Laws.

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

SECTION 4.07. Restricted Payments.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) (x) declare or pay any dividend or
make any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment on such Equity Interests in connection with any merger or consolidation
involving the Company) or to the direct or indirect holders of the Company's or
any of its Restricted Subsidiaries' Equity Interests in their capacity as such
other than dividends or distributions payable in Qualified Equity Interests or
(y) pay any Designated Option Payments; (ii) purchase, redeem or otherwise
acquire or retire for value (including without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company or any direct or indirect parent of the Company (other than any such
Equity Interests owned by the Company or any Restricted Subsidiary of the
Company); (iii) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees, except scheduled
payments of interest or principal at Stated Maturity thereof; or (iv) make any
Restricted Investment (all such payments and other actions set forth in clauses
(i) through (iv) above being collectively referred to as "Restricted Payments"),
unless, at the time of and after giving effect to such Restricted Payment:

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

                  (b)      the Company would, after giving pro forma effect
         thereto as if such Restricted Payment had been made at the beginning of
         the applicable four-quarter period, have been permitted to incur at
         least $1.00 of additional Indebtedness pursuant to the Fixed Charge
         Coverage Ratio test set forth in the first paragraph of Section 4.09
         hereof; and

                  (c)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the date of this Indenture (excluding
         Restricted Payments permitted by clauses (ii), (iii), (iv), (v), (vi),
         (vii), (viii) and (ix) of the next succeeding paragraph), is not
         greater than the sum, without duplication, of: (i) 50% of the
         Consolidated Net Income of the Company for the period (taken as one
         accounting period) from the beginning of the first full fiscal quarter
         commencing after the date of this Indenture to the end of the Company's
         most recently ended fiscal quarter for which internal financial
         statements are available at the time of such Restricted Payment (or, if
         such Consolidated Net Income for such period is a deficit, less 100% of
         such deficit), plus (ii) 100% of the aggregate net proceeds (including
         the fair-market value of property other than cash, provided, that fair
         market value of property other than cash shall be determined in good
         faith by the Board of Directors whose resolution with respect thereto
         shall be delivered to the Trustee and such determination must be based
         upon an opinion or appraisal issued by an accounting, appraisal or
         investment banking firm of national standing if such fair market value
         exceeds $15.0 million) received by the

                                      -39-
<PAGE>

         Company as a contribution to the Company's capital or received by the
         Company from the issue or sale since the date of this Indenture (other
         than to a Subsidiary of the Company) of Qualified Equity Interests or
         of Disqualified Stock or debt securities of the Company that have been
         converted into Qualified Equity Interests, plus (iii) to the extent
         that any Restricted Investment that was made after the date of this
         Indenture is sold for cash or otherwise liquidated or repaid for cash
         or becomes an interest in a Restricted Subsidiary, the lesser of (A)
         the cash return of capital with respect to such Restricted Investment
         (less the cost of disposition, if any) and (B) the initial amount of
         such Restricted Investment, plus (iv) if any Unrestricted Subsidiary
         (A) is redesignated as a Restricted Subsidiary of the Company, the fair
         market value of such redesignated Subsidiary (as determined in good
         faith by the Board of Directors) as of the date of its redesignation or
         (B) pays any cash dividends or cash distributions to the Company or any
         of its Restricted Subsidiaries, 100% of any such cash dividends or cash
         distributions made after the date of this Indenture.

         The preceding provisions shall not prohibit (i) the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
of declaration such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness or Equity Interests of the Company
or any of its Restricted Subsidiaries in exchange for, or out of the net cash
proceeds of the substantially concurrent sale or issuance (other than to a
Subsidiary of the Company) of, Qualified Equity Interests; provided that the
amount of any such net cash proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition shall be excluded from
clause (c)(ii) of the preceding paragraph; (iii) the defeasance, redemption,
repurchase, repayment or other acquisition of subordinated Indebtedness of the
Company or any of its Restricted Subsidiaries with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness; (iv) the payment of any
dividend by a Restricted Subsidiary of the Company to the holders of its Equity
Interests on a pro rata basis; (v) the repurchase, redemption or other
acquisition or retirement for value of any Equity Interests of the Company held
by any member or former member of management or affiliated physician of the
Company or any of its Restricted Subsidiaries pursuant to any management equity
subscription agreement, stockholders agreement or stock option agreement or
other similar agreement; provided, however, the aggregate price paid shall not
exceed (a) $5.0 million in any calendar year (with unused amounts in any
calendar year being carried over to succeeding calendar years), plus (b) the
aggregate cash proceeds received by the Company from any issuance or reissuance
of Equity Interests to members of management or affiliated physicians of the
Company and its Restricted Subsidiaries (provided that the amount of any such
net cash proceeds utilized for such purpose shall be excluded from clause
(c)(ii) of the preceding paragraph) and the proceeds to the Company of any "key
man" life insurance policies that have not been applied for payments pursuant to
this clause (v)(b); provided that the cancellation of Indebtedness owing to the
Company from members of management or affiliated physicians of the Company or
any Restricted Subsidiary in connection with such repurchase of Equity Interests
will not be deemed to be a Restricted Payment; (vi) the declaration and payment
of dividends on Designated Preferred Stock in accordance with the certificate of
designations therefor; provided that at the time of issuance of such Designated
Preferred Stock, the Company would, after giving pro forma effect thereto as if
such issuance had been made at the beginning of the applicable four-quarter
period, have been permitted to incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test set forth in the first
paragraph of Section 4.09 hereof; (vii) repurchases of Equity Interests deemed
to occur upon the exercise of stock options if such Equity Interests represent a
portion of the exercise price thereof; (viii) other Restricted Payments in an
aggregate amount up to $20.0 million; and (ix) at any time on or prior to the
date which is 30 days after the Issue Date, the declaration and payment of
dividends on the Company's common stock and payment of Designated Option
Payments in respect of such dividends in an aggregate amount of up to $30.0
million; provided that, in the case of clause (v), (vi), (viii) or (ix), no
Default under clause (a) under Article 6 and no Event of Default has occurred
and is continuing.

                                      -40-
<PAGE>

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined in good
faith by the Board of Directors whose resolution with respect thereto shall be
delivered to the Trustee. The Board of Directors' determination must be based
upon an opinion or appraisal issued by an accounting, appraisal or investment
banking firm of national standing if such fair market value exceeds $15.0
million. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

SECTION 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to: (i) pay dividends or make any other distributions to the Company
or any of its Restricted Subsidiaries (A) on its Capital Stock or (B) with
respect to any other interest or participation in, or measured by, its profits;
(ii) pay any Indebtedness owed to the Company or any of its Restricted
Subsidiaries; (iii) make loans or advances to the Company or any of its
Restricted Subsidiaries; or (iv) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries. However, the preceding
restrictions will not apply to encumbrances or restrictions existing under or by
reason of: (a) Existing Indebtedness as in effect on the date of this Indenture;
(b) the Senior Credit Facilities as in effect as of the date of this Indenture,
and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings, thereof, provided that
such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are no more restrictive, taken as a
whole (as determined in the good faith judgment of the Company's Board of
Directors), with respect to such dividend and other payment restrictions than
those contained in the Senior Credit Facilities as in effect on the date of this
Indenture; (c) this Indenture and the Notes, (d) any applicable law, rule,
regulation or order, (e) any instrument of a Person acquired by the Company or
any of its Restricted Subsidiaries as in effect at the time of such acquisition
(except to the extent incurred in connection with or in contemplation of such
acquisition), which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired, provided that, in the case of
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to
be incurred; (f) customary non-assignment provisions in leases entered into in
the ordinary course of business and consistent with past practices; (g) purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions on the property so acquired of the nature described in
clause (iv) of the preceding paragraph; (h) Permitted Refinancing Indebtedness,
provided that the material restrictions contained in the agreements governing
such Permitted Refinancing Indebtedness are no more restrictive, in the good
faith judgment of the Company's board of directors, taken as a whole, to the
Holders of Notes than those contained in the agreements governing the
Indebtedness being refinanced; (i) customary restrictions with respect to a
Subsidiary pursuant to an agreement that has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Subsidiary; (j) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business; and
(k) other Indebtedness or Disqualified Stock of Restricted Subsidiaries
permitted to be incurred subsequent to the Issue Date pursuant to the provisions
of Section 4.09 hereof; provided that any such encumbrances or restrictions are
ordinary and customary with respect to the type of Indebtedness being incurred
under the relevant circumstances and do not, in the good faith judgment of the
Board of Directors of the Company, materially impair the Company's ability to
make payment on the Notes when due.

                                      -41-
<PAGE>

SECTION 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and the
Company shall not issue any Disqualified Stock and shall not permit any of its
Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company or any of its Restricted Subsidiaries may incur
Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred
stock if the Fixed Charge Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been at least
2.0 to 1.0, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom), as if the additional Indebtedness had been
incurred, or the Disqualified Stock or preferred stock had been issued, as the
case may be, at the beginning of such four-quarter period.

         The first paragraph of this Section 4.09 shall not prohibit the
incurrence of any or the following items of Indebtedness (collectively,
"Permitted Debt"):

                  (i)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness and letters of credit pursuant
         to the Senior Credit Facilities; provided that the aggregate amount of
         all Indebtedness then classified as having been incurred in reliance
         upon this clause (i) that remains outstanding under the Senior Credit
         Facilities after giving effect to such incurrence does not exceed an
         amount equal to $350.0 million less, to the extent a permanent
         repayment and/or commitment reduction is required thereunder as a
         result of such application, the aggregate amount of Net Proceeds
         applied to repayments under the Senior Credit Facilities in accordance
         with Section 4.10;

                  (ii)     the incurrence by the Company and its Restricted
         Subsidiaries of Existing Indebtedness;

                  (iii)    the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes originally issued on the Issue
         Date and the Subsidiary Guarantees;

                  (iv)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by Capital Lease
         Obligations, mortgage financings or purchase money obligations, in each
         case incurred for the purpose of financing all or any part of the
         purchase price or cost of construction or improvement of property,
         plant or equipment used in the business of the Company or such
         Restricted Subsidiary (whether through the direct purchase of assets or
         the Capital Stock of any Person owning such Assets), and Permitted
         Refinancing Indebtedness in respect thereof, in an aggregate principal
         amount or accreted value, as applicable, not to exceed at any time
         outstanding the greater of $15.0 million and 2.5% of Total Assets at
         the time of any incurrence under this clause (iv);

                  (v)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness in connection with the
         acquisition of assets or a new Restricted Subsidiary; provided that
         such Indebtedness was incurred by the prior owner of such assets or
         such Restricted Subsidiary prior to such acquisition by the Company or
         one of its Subsidiaries and was not incurred in connection with, or in
         contemplation of, such acquisition by the Company or one of its
         Subsidiaries; provided further that the principal amount (or accreted
         value, as applicable) of such Indebtedness, together with any other
         outstanding Indebtedness incurred pursuant to this clause (v), and
         Permitted Refinancing Indebtedness in respect thereof, does not exceed
         $20.0 million;

                                      -42-
<PAGE>

                  (vi)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to refund,
         refinance or replace Indebtedness incurred pursuant to clause (ii)
         (other than the Company's 12% Senior Subordinated Notes due 2009) or
         (iii) or this clause (vi) or the proviso of the preceding paragraph;

                  (vii)    the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness between or among
         the Company and any of its Restricted Subsidiaries; provided, however,
         that (i): if the Company or any Guarantor is the obligor on such
         Indebtedness, such Indebtedness must be expressly subordinated to the
         prior payment in full in cash of all Obligations with respect to the
         Notes, in the case of the Company, or the Subsidiary Guarantee of such
         Guarantor, in the case of a Guarantor; and (ii)(A) any subsequent
         issuance or transfer of Equity Interests that results in any such
         Indebtedness being held by a Person other than the Company or a
         Restricted Subsidiary or (B) any sale or other transfer of any such
         Indebtedness to a Person that is not either the Company or a Restricted
         Subsidiary shall be deemed, in each case, to constitute an incurrence
         of such Indebtedness by the Company or such Restricted Subsidiary, as
         the case may be, not permitted by this clause (vii);

                  (viii)   the incurrence by the Company or any of its
         Restricted Subsidiaries of Hedging Obligations that are incurred for
         the purpose of fixing or hedging: (i) interest rate risk with respect
         to any Indebtedness that is permitted by the terms of this Indenture to
         be outstanding; (ii) exchange rate risk with respect to any agreement
         or Indebtedness of such Person payable in a currency other than U.S.
         dollars; or (iii) commodities risk relating to commodities agreements,
         entered into in the ordinary course of business, for the purchase of
         raw material used by the Company and its Restricted Subsidiaries;

                  (ix)     the Guarantee by the Company or any of its Restricted
         Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary
         of the Company that was permitted to be incurred by another provision
         of this Section 4.09;

                  (x)      the incurrence by the Company's Unrestricted
         Subsidiaries of Non-Recourse Debt; provided, however, that if any such
         Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
         Subsidiary, such event shall be deemed to constitute an incurrence of
         Indebtedness by a Restricted Subsidiary of the Company;

                  (xi)     Indebtedness incurred by the Company or any of its
         Restricted Subsidiaries constituting reimbursement obligations with
         respect to letters of credit issued in the ordinary course of business,
         including without limitation to letters of credit in respect to
         workers' compensation claims or self-insurance, or other Indebtedness
         with respect to reimbursement type obligations regarding workers'
         compensation claims; provided, however, that upon the drawing of such
         letters of credit or the incurrence of such Indebtedness, such
         obligations are reimbursed within 30 days following such drawing or
         incurrence;

                  (xii)    Indebtedness arising from agreements of the Company
         or a Restricted Subsidiary providing for indemnification, adjustment of
         purchase price or similar obligations, in each case, incurred or
         assumed in connection with the disposition of any business, asset or
         Subsidiary, other than guarantees of Indebtedness incurred by any
         Person acquiring all or any portion of such business, assets or
         Subsidiary for the purpose of financing such acquisition; provided that
         (A) such Indebtedness is not reflected on the balance sheet of the
         Company or any Restricted Subsidiary (contingent obligations referred
         to in a footnote or footnotes to financial statements and not otherwise
         reflected on the balance sheet shall not be deemed to be reflected on
         such balance sheet for

                                      -43-
<PAGE>

         purposes of this clause (A)) and (B) the maximum assumable liability in
         respect of such Indebtedness shall at no time exceed the gross proceeds
         including non-cash proceeds (the fair market value of such non-cash
         proceeds being measured at the time received and without giving effect
         to any such subsequent changes in value) actually received by the
         Company and/or such Restricted Subsidiary in connection with such
         disposition;

                  (xiii)   obligations in respect of performance and surety
         bonds and completion guarantees provided by the Company or any
         Restricted Subsidiary in the ordinary course of business;

                  (xiv)    guarantees incurred in the ordinary course of
         business in an aggregate principal amount not to exceed $10.0 million
         at any time outstanding; and

                  (xv)     the incurrence by the Company or any of its
         Restricted Subsidiaries of additional Indebtedness in an aggregate
         principal amount (or accreted value, as applicable) at any time
         outstanding, including all Permitted Refinancing Indebtedness incurred
         to refund, refinance or replace any other Indebtedness incurred
         pursuant to this clause (xv), not to exceed $25.0 million.

         For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (i) through (xv) above
or is entitled to be incurred pursuant to the first paragraph of this Section
4.09, the Company shall be permitted to classify such item of Indebtedness in
any manner that complies with this Section 4.09 (except that Indebtedness
incurred under the Senior Credit Facilities on the Issue Date shall be deemed to
have been incurred pursuant to clause (i) above). In addition, the Company may,
at any time, change the classification of an item of Indebtedness (or any
portion thereof) to any other clause or to the first paragraph of this Section
4.09 hereof; provided that the Company would be permitted to incur such item of
Indebtedness (or portion thereof) pursuant to such other clause or the first
paragraph of this Section 4.09 hereof, as the case may be, at such time of
reclassification. Accrual of interest, accretion or amortization of original
issue discount and the accretion of accreted value shall not be deemed to be an
incurrence of Indebtedness for purposes of this Section 4.09.

SECTION 4.10. Asset Sales.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed of; (ii) such fair market value
is determined by the Company's Board of Directors (or a committee thereof); and
(iii) at least 75% of the consideration therefor received by the Company or such
Restricted Subsidiary is in the form of (A) cash or Cash Equivalents, (B) assets
(other than securities) to be used in a Permitted Business, (C) Equity Interests
in a Person engaged in a Permitted Business if such Person is, or shall become
as a result of such Asset Sale, a Restricted Subsidiary, or (D) any combination
of the assets described in clauses (A), (B) and (C). For purposes of this
Section 4.10, each of the following shall be deemed to be cash:

                  (x)      any liabilities (as shown on the Company's or such
         Restricted Subsidiary's most recent balance sheet) of the Company or
         any Restricted Subsidiary (other than contingent liabilities and
         liabilities that are by their terms subordinated to the Notes or any
         Subsidiary Guarantee) that are assumed by the transferee of any such
         assets pursuant to an agreement that releases the Company or such
         Restricted Subsidiary from further liability; and

                  (y)      any securities, notes or other obligations received
         by the Company or any such Restricted Subsidiary from such transferee
         that are converted by the Company or such Restricted

                                      -44-
<PAGE>

         Subsidiary into assets of the type referred to in clauses (iii)(A)
         through (D) above within 180 days (to the extent of the cash and the
         fair market value of such other assets received in that conversion);
         and

                  (z)      any Designated Noncash Consideration received by the
         Company or any of its Restricted Subsidiaries in such Asset Sale having
         an aggregate fair market value, taken together with all other
         Designated Noncash Consideration received pursuant to this clause (z)
         then outstanding, not to exceed the greater of (A) $10.0 million and
         (B) 1.5% of Total Assets at the time of receipt of such Designated
         Noncash Consideration (with the fair market value of each item of
         Designated Noncash Consideration being measured at the time received
         and without giving effect to subsequent changes in value).

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds,
at its option: (a) to repay or repurchase Senior Debt of the Company or any
Guarantor or any Indebtedness of any Restricted Subsidiary that is not a
Guarantor; (b) to acquire Equity Interests in a Person engaged in a Permitted
Business if such Person is, or shall become as a result thereof, a Restricted
Subsidiary; (c) to make a capital expenditure in a Permitted Business; or (d) to
acquire assets (other than securities) to be used in a Permitted Business.

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

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute Excess Proceeds. When the
aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will be
required to make an offer to purchase from all Holders of Notes (an "Asset Sale
Offer") and, if applicable, redeem or purchase (or make an offer to do so) any
Pari Passu Indebtedness of the Company the provisions of which require the
Company to redeem or purchase (or make an offer to do so) such Indebtedness with
the proceeds from any Asset Sales, the maximum aggregate principal amount of
Notes and Pari Passu Indebtedness that may be purchased out of such Excess
Proceeds. The offer price for the Notes in any Asset Sale Offer will be equal to
100% of principal amount plus accrued and unpaid interest, if any, to the date
of purchase, and will be payable in cash and the redemption or purchase price
for such Pari Passu Indebtedness shall be as set forth in the related
documentation governing such Indebtedness. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for general corporate purposes. If the aggregate principal amount of Notes
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset at zero.

         To the extent that the provisions of any securities laws or regulations
conflict with the provisions of this Indenture relating to such Asset Sale
Offer, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations described
in this Indenture by virtue thereof.

SECTION 4.11. Transactions With Affiliates.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any of its Affiliates (each, an "Affiliate Transaction"), unless: (i) such
Affiliate Transaction is on terms that are no less favorable to the Company or
the

                                      -45-
<PAGE>

relevant Restricted Subsidiary than those that would have been obtained in a
comparable transaction by the Company or such Restricted Subsidiary with an
unrelated Person; and (ii) the Company delivers to the Trustee: (a) with respect
to any Affiliate Transaction or series of related Affiliate Transactions
involving aggregate consideration in excess of $3.0 million, a resolution of the
Board of Directors set forth in an Officers' Certificate certifying that such
Affiliate Transaction complies with clause (i) above and that such Affiliate
Transaction has been approved by a majority of the disinterested members of the
Board of Directors; and (b) with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate consideration in excess of
$15.0 million, an opinion as to the fairness to the Holders of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:
(a) customary directors' fees, indemnification or similar arrangements or any
employment agreement or other compensation plan or arrangement entered into by
the Company or any of its Restricted Subsidiaries in the ordinary course of
business and consistent with the past practice of the Company or such Restricted
Subsidiary; (b) transactions between or among the Company and/or its Restricted
Subsidiaries; (c) Permitted Investments and Restricted Payments that are
permitted by the provisions of Section 4.07 hereof; (d) customary loans,
advances, fees and compensation paid to, and indemnity provided on behalf of,
officers, directors, employees or consultants of the Company or any of its
Restricted Subsidiaries; (e) transactions pursuant to any contract or agreement
in effect on the date of this Indenture as the same may be amended, modified or
replaced from time to time so long as any such amendment, modification or
replacement is no less favorable to the Company and its Restricted Subsidiaries
than the contract or agreement as in effect on the Issue Date; (f) transactions
pursuant to management contracts with affiliated physicians entered into in the
ordinary course of business consistent with past practice (or as such practice
may be modified to comply with regulations governing the operations of the
Company); (g) transactions with a Person (other than an Unrestricted Subsidiary
of the Company) that is an Affiliate of the Company solely because the Company
owns, directly or through a Restricted Subsidiary, an Equity Interest in, or
controls, such Person, so long as Affiliates of the Company (other than a
Restricted Subsidiary of the Company) own, in the aggregate, no more than 5% of
the Equity Interests of such Person; (h) the issuance or sale of Qualified
Equity Interests; and (i) transactions with customers, clients, suppliers or
purchasers or sellers of goods or services, in each case in the ordinary course
of business and otherwise in compliance with the terms of this Indenture that
are on terms no less favorable than those that would have been obtained in a
comparable transaction with an unrelated party or on terms that are approved by
the Company's Board of Directors, including a majority of the disinterested
directors.

SECTION 4.12. Liens.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind securing Indebtedness that does not
constitute Senior Debt (other than Permitted Liens) upon any of their property
or assets, now owned or hereafter acquired unless: (i) in the case of Liens
securing Indebtedness that is expressly subordinated or junior in right of
payment to the Notes, the Notes are secured on a senior basis to the obligations
so secured until such time as such obligations are no longer secured by a Lien;
and (ii) in all other cases, the Notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

SECTION 4.13. Corporate Existence.

         Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other

                                      -46-
<PAGE>

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

SECTION 4.14. Offer To Repurchase Upon Change of Control.

         (a)      Upon the occurrence of a Change of Control, each Holder of
Notes shall have the right to require the Company to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of such Holder's Notes
pursuant to the offer described below (the "Change of Control Offer") at an
offer price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the date of purchase (the "Change of Control Payment"). Within 60 days
following any Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to purchase Notes on the payment date, which shall be no earlier
than 30 days and no later than 60 days from the date such notice is mailed (the
"Change of Control Payment Date"), pursuant to the procedures described in this
Section 4.14, Section 3.09 hereof and such notice. The Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with the provisions of this Indenture relating to such
Change of Control Offer, the Company shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations
described in this Indenture by virtue thereof.

         (b)      By 12:00 p.m. (noon) Eastern Time on the Change of Control
Payment Date, the Company shall, to the extent lawful, (1) accept for payment
all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, (2) deposit with the Paying Agent an amount equal to the Change
of Control Payment in respect of all Notes or portions thereof so tendered and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the aggregate principal amount of
Notes or portions thereof being purchased by the Company. The Paying Agent shall
promptly mail to each Holder of Notes so tendered the Change of Control Payment
for such Notes, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided
that each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. Prior to complying with any of the provisions of this Section
4.14, but in any event within 90 days following a Change of Control, the Company
will either repay all outstanding Senior Debt or obtain the requisite consents,
if any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.14. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

         (c)      Notwithstanding anything to the contrary in this Section 4.14,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.14 and Section 3.09 hereof and all other provisions of this
Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

                                      -47-
<PAGE>

SECTION 4.15. Anti-Layering.

         The Company shall not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is both: (a) subordinate or
junior in right of payment to any Senior Debt; and (b) senior in any respect in
right of payment to the Notes.

         No Guarantor shall incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is both: (a) subordinate or junior in
right of payment to any Senior Debt of such Guarantor; and (b) senior in any
respect in right of payment to the Subsidiary Guarantees.

         Neither the existence or lack of a security interest nor the priority
of any such security interest shall be deemed to affect the ranking or right of
payment of any Indebtedness.

SECTION 4.16. Intentionally Omitted.

SECTION 4.17. Limitation on Issuances of Guarantees of Indebtedness.

         The Company shall not permit any Domestic Restricted Subsidiary,
directly or indirectly, to incur Indebtedness, or Guarantee or pledge any assets
to secure the payment of any other Indebtedness of the Company or any Restricted
Subsidiary, unless either such Restricted Subsidiary (1) is a Subsidiary
Guarantor or (2) simultaneously executes and delivers a supplemental indenture
in the form of Exhibit F to this Indenture and becomes a Subsidiary Guarantor,
which Guarantee shall (a) with respect to any Guarantee of Senior Debt, be
subordinated in right of payment on the same terms as the Notes are subordinated
to such Senior Debt and (b) with respect to any Guarantee of any other
Indebtedness, be senior to or pari passu with such Restricted Subsidiary's other
Indebtedness or Guarantee of or pledge to secure such other Indebtedness.

         Notwithstanding the preceding paragraph, any such Guarantee by a
Restricted Subsidiary of the Notes 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 Company, of all of
the Company's stock in, or all or substantially all the assets of, such
Restricted Subsidiary, which sale, exchange or transfer is made in compliance
with the applicable provisions of this Indenture.

SECTION 4.18. Intentionally Omitted.

SECTION 4.19. Business Activities.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, engage in any business other than a Permitted Business, except to such
extent as would not be material to the Company and its Restricted Subsidiaries
taken as a whole.

SECTION 4.20. Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default and the
conditions set forth in the definition of "Unrestricted Subsidiary" are met. If
a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all
outstanding Investments owned by the Company and its Restricted Subsidiaries
(except to the extent repaid in cash) in the Subsidiary so designated will be
deemed to be Restricted Payments at the time of such designation (to the extent
not designated a Permitted Investment) and will reduce the amount available for
Restricted Payments under the first paragraph of Section 4.07 hereof. All such
outstanding Investments will be valued at their fair market value at the time of
such designation, as determined in good faith by the

                                      -48-
<PAGE>

Board of Directors. That designation will only be permitted if such Restricted
Payment would be permitted at that time and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.

                                    ARTICLE 5

                                   SUCCESSORS

SECTION 5.01. Merger, Consolidation, or Sale of Assets.

         The Company may not: (1) consolidate or merge with or into another
Person (whether or not the Company is the surviving corporation); or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person
unless: (i) either: (A) the Company is the surviving corporation; or (B) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, conveyance or other
disposition shall have been made is a corporation, limited liability company or
limited partnership organized or existing under the laws of the United States,
any State thereof or the District of Columbia; (ii) the entity or Person formed
by or surviving any such consolidation or merger (if other than the Company) or
the entity or Person to which such sale, assignment, transfer, conveyance or
other disposition shall have been made assumes all the obligations of the
Company under the Notes and this Indenture pursuant to a supplemental indenture
in a form reasonably satisfactory to the Trustee; (iii) immediately after such
transaction no Default or Event of Default exists; and (iv) the Company or the
entity or Person formed by or surviving any such consolidation or merger (if
other than the Company), or to which such sale, assignment, transfer, conveyance
or other disposition shall have been made: (A) will, after giving pro forma
effect thereto as if such transaction had occurred at the beginning of the
applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.09; or (b) would (together with its
Restricted Subsidiaries) have a higher Fixed Charge Coverage Ratio immediately
after such transaction (after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable four-quarter period)
than the Fixed Charge Coverage Ratio of the Company and its subsidiaries
immediately prior to the transaction. The preceding clause (D) shall not
prohibit (a) a merger between the Company and a Wholly Owned Subsidiary; or (b)
a merger between the Company and an Affiliate incorporated solely for the
purpose of reincorporating the Company in another state of the United States; so
long as, in each case, the amount of Indebtedness of the Company and its
Restricted Subsidiaries is not increased thereby. In addition, the Company may
not, directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. This Section
5.01 shall not be applicable to a sale, assignment, transfer, conveyance or
other disposition of assets between or among the Company and any of its Wholly
Owned Restricted Subsidiaries.

SECTION 5.02. Successor Corporation Substituted.

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

                                      -49-
<PAGE>

principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

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

                  (a)      default in the payment when due of interest on, or
         Liquidated Damages with respect to, the Notes (whether or not permitted
         by Article 10 hereof) and such default continues for a period of 30
         days;

                  (b)      default in payment of the principal of or premium, if
         any, on the Notes or otherwise (whether or not permitted by Article 10
         hereof);

                  (c)      failure by the Company to comply with the provisions
         of Section 4.14 hereof;

                  (d)      failure by the Company for 30 days after notice from
         the Trustee or holders of at least 25% in principal amount of the Notes
         (including Additional Notes, if any) then outstanding to comply with
         the provisions of Section 4.07, 4.09 or 4.10 hereof;

                  (e)      failure by the Company for 60 days after notice from
         the Trustee or holders of at least 25% in principal amount of the Notes
         then outstanding voting as a single class to comply with any of its
         other agreements in this Indenture or the Notes;

                  (f)      a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the Company
         or any of its Restricted Subsidiaries (or the payment of which is
         guaranteed by the Company or any of its Restricted Subsidiaries)
         whether such Indebtedness or Guarantee now exists, or is created after
         the date of this Indenture, if that default (i) is caused by a failure
         to pay principal of or premium, if any, on such Indebtedness after
         giving effect to the grace period provided in such Indebtedness on the
         date of such default (a "Payment Default"); or (ii) results in the
         acceleration of such Indebtedness prior to its express maturity and, in
         each case, the principal amount of any such Indebtedness, together with
         the principal amount of any other such Indebtedness under which there
         has been a Payment Default or the maturity of which has been so
         accelerated, aggregates $10.0 million or more;

                  (g)      failure by the Company or any of its Subsidiaries to
         pay final non-appealable judgments not covered by undisputed insurance
         aggregating in excess of $10.0 million, which judgments are not paid,
         discharged or stayed for a period of 60 days;

                  (h)      except as permitted by this Indenture, any Subsidiary
         Guarantee shall be held in any judicial proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and effect
         or any Guarantor, or any Person acting on behalf of any Guarantor,
         shall deny or disaffirm its obligations under its Subsidiary Guarantee;

                                      -50-
<PAGE>

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

                  (1)      commences a voluntary case,

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

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

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

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

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

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

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

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

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

         In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in clause (f) of the preceding paragraph, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (f) of the preceding paragraph
have rescinded the declaration of acceleration in respect of such Indebtedness
within 30 days of the date of such declaration and if (i) the annulment of the
acceleration of Notes would not conflict with any judgment or decree of a court
of competent jurisdiction and (ii) all existing Events of Default, except
nonpayment of principal or interest on the Notes that became due solely because
of the acceleration of the Notes have been cured or waived.

SECTION 6.02. Acceleration.

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the principal, premium, if any, accrued interest and Liquidated
Damages, if any, of the Notes to be due and payable immediately; provided, that
so long as any Indebtedness permitted to be incurred pursuant to the Senior
Credit Facilities shall be outstanding,

                                      -51-
<PAGE>

such acceleration shall not be effective until the earlier of (i) an
acceleration of any such Indebtedness under the Senior Credit Facilities or (ii)
five Business Days after receipt by the Company of written notice of such
acceleration. Notwithstanding the foregoing, in the case of an Event of Default
described in clause (i) or (j) of Section 6.01, all outstanding Notes shall
become due and payable without further action or notice.

         After such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of such
outstanding Notes may rescind and annul such acceleration:

                  (a)      if the rescission would not conflict with any
         judgment or decree;

                  (b)      if all existing Events of Default have been cured or
         waived except nonpayment of principal and interest that has become due
         solely because of this acceleration;

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

                  (d)      if the Company has paid to the Trustee its reasonable
         compensation and reimbursed the Trustee of its expenses, disbursements
         and advances; and

                  (e)      in the event of a cure or waiver of an Event of
         Default described in clause (i) or (j) of Section 6.01, the Trustee
         shall have received an Officers' Certificate and an Opinion of Counsel
         that such Event of 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 an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
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 of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase). The Company
shall deliver to the Trustee an Officers' Certificate stating that the requisite
percentage of Holders have consented to such waiver and attaching copies of such
consents. In case of any such waiver, the Company, the Trustee and the Holders
shall be restored to their former positions and rights hereunder and under the
Notes, respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B)
of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly

                                      -52-
<PAGE>

excluded from this Indenture and the Notes, as permitted by the TIA. Upon any
such waiver, such Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

SECTION 6.05. Control by Majority.

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

SECTION 6.06. Limitation on Suits.

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

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

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

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

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

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

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

SECTION 6.07. Rights of Holders of Notes To Receive Payment.

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

                                      -53-
<PAGE>

SECTION 6.08. Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest 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 is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
securities or property payable or deliverable on any such claims and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained 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, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

SECTION 6.10. Priorities.

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

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

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

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

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

                                      -54-
<PAGE>

SECTION 6.11. Undertaking for Costs.

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

                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01. Duties of Trustee.

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

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

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

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts purported to be stated
         therein).

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

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

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

                  (iii)    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 hereof.

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

         (e)      No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under

                                      -55-
<PAGE>

this Indenture at the request of any Holders, unless such Holder shall have
offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense.

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

SECTION 7.02. Rights of Trustee.

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

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

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

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

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

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

         (g)      The Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (i) any Event of Default occurring pursuant
to Section 6.01(a) or 6.01(b) or (ii) any Event of Default of which the Trustee
shall have received written notification or otherwise obtained actual knowledge.

SECTION 7.03. Individual Rights of Trustee.

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

                                      -56-
<PAGE>

SECTION 7.04. Trustee's Disclaimer.

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

SECTION 7.05. Notice of Defaults.

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

SECTION 7.06. Reports by Trustee to Holders of the Notes.

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

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

SECTION 7.07. Compensation and Indemnity.

         The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel and any taxes or other expenses incurred by a trust created
pursuant to Section 8.05 hereof.

         The Company shall indemnify the Trustee and its agents against any and
all losses, liabilities or expenses (including but not limited to compensation,
fees, disbursements and expenses of Trustee's agents and counsel) incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its gross negligence or bad faith. The Trustee
shall notify the Company promptly of any

                                      -57-
<PAGE>

claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

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

         To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture. The Trustee's right to receive payment of any
amounts due under this Section 7.07 shall not be subordinated to any other
liability or Indebtedness of the Company.

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

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

SECTION 7.08. Replacement of Trustee.

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

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

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

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

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

                  (d)      the Trustee becomes incapable of acting.

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

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

                                      -58-
<PAGE>

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

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

SECTION 7.09. Successor Trustee by Merger, Etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation, or
transfers its rights and obligations as Trustee under this Indenture to an
Affiliate, the successor corporation without any further act shall be the
successor Trustee.

SECTION 7.10. Eligibility; Disqualification.

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

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company are outstanding, if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

SECTION 7.11. Preferential Collection of Claims Against Company.

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

                                    ARTICLE 8

               DISCHARGE; LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Satisfaction and Discharge.

         The Company may terminate its obligations under the Notes and this
Indenture and the obligations of the 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:

                                      -59-
<PAGE>

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

         (b)      (i) all Notes not delivered to the Trustee for cancellation
have become due and payable by reason of making a notice of redemption or
otherwise or will become due and payable within one year and the Company or any
Guarantor has irrevocably deposited or caused to be deposited with the Trustee
as trust funds in trust solely for the benefit of the Holders, cash in U.S.
dollars, non-callable Government Securities, or a combination thereof, in such
amounts as will be sufficient without consideration of any reinvestment of
interest, to pay and discharge the entire indebtedness on the Notes not
delivered to the Trustee for cancellation for principal, premium and Liquidated
Damages, if any, and accrued interest to the date of maturity or redemption;
(ii) no Default or Event of Default (other than one resulting solely from the
borrowing of funds to provide such deposit) shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or any
Guarantor is a party or by which the Company or any Guarantor is bound; (iii)
the Company has paid or caused to be paid all sums payable by it under this
Indenture; and (iv) the Company has delivered irrevocable instructions to the
Trustee under this Indenture to apply the deposited money toward the payment of
the Notes at maturity or on the redemption date, as the case may be.

         In addition, the Company must deliver an Officers' Certificate and an
Opinion of Counsel stating that all conditions precedent to satisfaction and
discharge 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 Company's obligations
in Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 4.13 (as to legal existence of
the Company only), 7.07, 8.07 and 8.08 shall survive until the Notes are no
longer outstanding pursuant to the last paragraph of Section 2.08. After the
Notes are no longer outstanding, the Company's obligations in Sections 7.07,
8.07 and 8.08 shall survive.

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

SECTION 8.02. Option To Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.03 or 8.04 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

SECTION 8.03. Legal Defeasance.

         Upon the Company's exercise under Section 8.02 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.05 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes and all
obligations of the Guarantors shall be deemed to have been discharged with
respect to their obligations under the Subsidiary Guarantees on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes and Subsidiary Guarantees, respectively, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 8.06
hereof and the other Sections of this Indenture referred to in (a) and (b)
below, and to have satisfied all its other obligations under such Notes and this
Indenture (and the Trustee, on demand

                                      -60-
<PAGE>

of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.05 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, interest and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company's obligations with
respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and the Company's
obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.03 notwithstanding the prior exercise of its option under Section 8.04
hereof.

SECTION 8.04. Covenant Defeasance.

         Upon the Company's exercise under Section 8.02 hereof of the option
applicable to this Section 8.04, the Company and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.05 hereof,
be released from their respective obligations under the covenants set forth in
Sections 4.03(a), 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13 (other
than as to the legal existence of the Company), 4.14, 4.15, 4.17, 4.19 and 4.20
hereof and clause (iv) of Section 5.01 hereof with respect to the outstanding
Notes on and after the date the conditions set forth in Section 8.05 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. For this purpose, Covenant Defeasance means
that, with respect to the outstanding Notes, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.02 hereof of the option applicable to this
Section 8.04, subject to the satisfaction of the conditions set forth in Section
8.05 hereof, Sections 6.01(c), (d), (f), (g) or (h) hereof shall not constitute
Events of Default.

SECTION 8.05. Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.03 or 8.04 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

                  (i)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders of the Notes, cash in
         U.S. dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as shall be sufficient without consideration
         of any reinvestment of interest, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium and Liquidated Damages, if any, and interest on the
         outstanding Notes on the stated maturity or on the applicable
         redemption date, as the case may be, and the Company must specify
         whether the Notes are being defeased to maturity or to a particular
         redemption date;

                  (ii)     in the case of an election under Section 8.03 hereof,
         the Company shall have delivered to the Trustee an opinion of counsel
         in the United States reasonably acceptable to the Trustee confirming
         that (A) the Company has received from, or there has been published by,
         the

                                      -61-
<PAGE>

         Internal Revenue Service a ruling or (B) since the date of this
         Indenture, there has been a change in the applicable federal income tax
         law, in either case to the effect that, and based thereon such opinion
         of counsel shall confirm that, subject to customary assumptions and
         exclusions, the Holders of the outstanding Notes shall not recognize
         income, gain or loss for federal income tax purposes as a result of
         such Legal Defeasance and shall be subject to federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such Legal Defeasance had not occurred;

                  (iii)    in the case of an election under Section 8.04 hereof,
         the Company shall have delivered to the Trustee an opinion of counsel
         in the United States reasonably acceptable to the Trustee confirming
         that, subject to customary assumptions and exclusions, the Holders of
         the outstanding Notes shall not recognize income, gain or loss for
         federal income tax purposes as a result of such Covenant Defeasance and
         shall be subject to federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         Covenant Defeasance had not occurred;

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

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

                  (vi)     the Company must deliver to the Trustee an Officers'
         Certificate stating that the deposit was not made by the Company with
         the intent of preferring the Holders of Notes over the other creditors
         of the Company or others; and

                  (vii)    the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel (which opinion may be subject to
         customary assumptions and exclusions), each stating that all conditions
         precedent provided for relating to the Legal Defeasance or the Covenant
         Defeasance have been complied with.

SECTION 8.06. Deposited Money and Cash Equivalents To Be Held in Trust; Other
              Miscellaneous Provisions.

         Subject to Section 8.07 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.06, the
"Trustee") pursuant to this Article 8 in respect of the outstanding Notes shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.05 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                                      -62-
<PAGE>

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Sections 8.01 or 8.05 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.05(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 8.07. Repayment to Company.

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

SECTION 8.08. Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with this Article 8
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 Company's obligations under this Indenture, and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article 8 until such time as the Trustee or Paying Agent is permitted to apply
all such United States dollars or non-callable Government Securities in
accordance with this Article 8; provided, however, that, if the Company makes
any payment of interest on, or principal of, any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the United States
dollars or non-callable Government Securities held by the Trustee or Paying
Agent.

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders of Notes.

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

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

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

                                      -63-
<PAGE>

                  (c)      to provide for the assumption of the Company's
         obligations to Holders of Notes in the case of a merger or
         consolidation or the sale of all or substantially all of the assets of
         the Company;

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

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

                  (f)      to provide for the issuance of Additional Notes in
         accordance with the limitations set forth in this Indenture as of the
         date hereof; or

                  (g)      to allow any Subsidiary to guarantee the Notes.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02(b) hereof stating that such amended or supplemental Indenture complies with
this Section 9.01, the Trustee shall join with the Company in the execution of
any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be obligated to enter
into such amended or supplemental Indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

SECTION 9.02. With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including Section 3.09, 4.10 and
4.14 hereof) and the Notes with the consent of the Holders of at least a
majority in principal amount of the Notes (including Additional Notes, if any)
then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any
existing Default or Event of Default or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including Additional
Notes, if any) voting as a single class (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, the Notes).
Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02(b) hereof stating that
any such amended or supplemental Indenture complies with this Section 9.02, the
Trustee shall join with the Company in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

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

                                      -64-
<PAGE>

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

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

                  (b)      reduce the principal of or change the fixed maturity
         of any Note or alter the provisions with respect to the redemption of
         the Notes except as provided in the first paragraph of this Section
         9.02 with respect to Sections 3.09, 4.10 and 4.14 hereof;

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

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

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

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

                  (g)      waive a redemption payment with respect to any Note
         (other than a payment required by Sections 3.09, 4.10 and 4.14 hereof);

                  (h)      modify or change Article 10 or Section 11.02 in any
         manner that materially adversely affects the Holders of Notes;

                  (i)      make any change in Section 6.04 or 6.07 hereof or in
         the foregoing amendment and waiver provisions; or

                  (j)      release any guarantor from any of its obligations
         under its Guarantee of the Notes or this Indenture, except in
         accordance with the terms of this Indenture.

SECTION 9.03. Compliance With Trust Indenture Act.

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

SECTION 9.04. Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of

                                      -65-
<PAGE>

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

SECTION 9.05. Notation on or Exchange of Notes.

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

         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 sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
execute any such amendment, supplement or waiver which affects the Trustee's
rights, duties or immunities under this Indenture or otherwise. In signing any
amendment, supplement or waiver, the Trustee shall be entitled to receive an
indemnity reasonably satisfactory to it.

                                   ARTICLE 10

                                  SUBORDINATION

SECTION 10.01. Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the Obligations evidenced by the Notes are subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

SECTION 10.02. Liquidation; Dissolution; Bankruptcy.

         (A) The holders of Senior Debt will be entitled to receive payment in
full in cash or Cash Equivalents of all amounts due or to become due in respect
of Senior Debt before the Holders of Notes will be entitled to receive any
payment with respect to the Notes (except that Holders of Notes may receive
Reorganization Securities), in the event of any distribution to creditors of the
Company in any Insolvency or Liquidation Proceeding with respect to the Company.
Upon any such Insolvency or Liquidation Proceeding, any payment or distribution
of assets of the Company of any kind or character, whether in cash, property or
securities (other than Reorganization Securities), to which the Holders of the
Notes or

                                      -66-
<PAGE>

the Trustee would be entitled shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, or by the Holders of the Notes or by the Trustee if
received by them, directly to the holders of Senior Debt (pro rata to such
holders on the basis of the amounts of Senior Debt held by such holders) or
their Representative or Representatives, as their interests may appear, for
application to the payment of the Senior Debt remaining unpaid until all such
Senior Debt has been paid in full in cash or Cash Equivalents, after giving
effect to any concurrent payment, distribution or provision therefor to or for
the holders of Senior Debt.

SECTION 10.03. Default on Designated Senior Debt.

         (a)      In the event of and during the continuation of any default in
the payment of principal of, interest or premium, if any, on any Designated
Senior Debt, or any Obligation owing from time to time under or in respect of
Designated Senior Debt, or in the event that any event of default (other than a
payment default) with respect to any Designated Senior Debt shall have occurred
and be continuing and shall have resulted in such Designated Senior Debt
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable; or (b) if any event of default other than
as described in clause (a) above with respect to any Designated Senior Debt
shall have occurred and be continuing permitting the holders of such Designated
Senior Debt (or their Representative or Representatives) to declare such
Designated Senior Debt due and payable prior to the date on which it would
otherwise have become due and payable, then no payment shall be made by or on
behalf of the Company on account of the Notes (other than payments in the form
of Reorganization Securities):

                  (1)      in case of any payment or nonpayment default
         specified in (a), unless and until such default shall have been cured
         or waived in writing in accordance with the instruments governing such
         Designated Senior Debt or such acceleration shall have been rescinded
         or annulled; or

                  (2)      in case of any nonpayment event of default specified
         in (b), during the period (a "Payment Blockage Period") commencing on
         the date the Company or the Trustee receives written notice (a "Payment
         Blockage Notice") of such event of default (which notice shall be
         binding on the Trustee and the Holders of Notes as to the occurrence of
         such a payment default or nonpayment event of default) from the Credit
         Agent (or other holders of Designated Senior Debt or their
         Representative or Representatives) and ending on the earliest of:

                           (A)      179 days after such date;

                           (B)      the date, if any, on which such Designated
                  Senior Debt to which such default relates is paid in full in
                  cash or Cash Equivalents or such default is cured or waived in
                  writing in accordance with the instruments governing such
                  Designated Senior Debt by the holders of such Designated
                  Senior Debt; and

                           (C)      the date on which the Trustee receives
                  written notice from the Credit Agent (or other holders of
                  Designated Senior Debt or their Representative or
                  Representatives), as the case may be, terminating the Payment
                  Blockage Period;

         unless the maturity of any Designated Senior Debt has been accelerated

         (b)      During any consecutive 360-day period, the aggregate of all
Payment Blockage Periods shall not exceed 179 days and there shall be a period
of at least 181 consecutive days in each consecutive 360-day period when no
Payment Blockage Period is in effect. No event of default which existed or was
continuing with respect to the Senior Debt for which notice commencing a Payment
Blockage Period was

                                      -67-
<PAGE>

given on the date such Payment Blockage Period commenced shall be or be made the
basis for the commencement of any subsequent Payment Blockage Period unless such
event of default is cured or waived for a period of not less than 90 consecutive
days.

SECTION 10.04. Acceleration of Securities.

         If payment of the Securities is accelerated because of an Event of
Default, the Company shall promptly notify holders of Senior Debt of the
acceleration.

SECTION 10.05. When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when the Trustee or such Holder,
as applicable, has actual knowledge that such payment is prohibited by Section
10.03 hereof, such payment shall be held by the Trustee or such Holder, in trust
for the benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or their
Representative under this Indenture or other agreement (if any) pursuant to
which Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Obligations with respect to Senior
Debt remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.06. Notice By Company.

         The Company shall promptly notify the Trustee and the Paying Agent in
writing of any facts known to the Company that would cause a payment of any
Obligations with respect to the Notes to violate this Article 10, but failure to
give such notice shall not affect the subordination of the Notes to the Senior
Debt as provided in this Article 10.

SECTION 10.07. Subrogation.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

SECTION 10.08. Relative Rights.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

                                      -68-
<PAGE>

                  (a)      impair, as between the Company and Holders of Notes,
         the obligation of the Company, which is absolute and unconditional, to
         pay principal of and interest on the Notes in accordance with their
         terms;

                  (b)      affect the relative rights of Holders of Notes and
         creditors of the Company other than their rights in relation to holders
         of Senior Debt; or

                  (c)      prevent the Trustee or any Holder of Notes from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders and owners of Senior Debt to receive
         distributions and payments otherwise payable to Holders of Notes.

         If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

SECTION 10.09. Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Indenture.

SECTION 10.10. Distribution or Notice to Representative.

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

         Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.11. Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

SECTION 10.12. Authorization To Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination

                                      -69-
<PAGE>

as provided in this Article 10, and appoints the Trustee to act as such
Holder's attorney-in-fact for any and all such purposes. If the Trustee does not
file a proper proof of claim or proof of debt in the form required in any
proceeding referred to in Section 6.09 hereof at least 30 days before the
expiration of the time to file such claim, the lenders under the Senior Credit
Facilities are hereby authorized to file an appropriate claim for and on behalf
of the Holders of the Notes.

SECTION 10.13. Amendments.

         No amendment of, or supplement or waiver to, this Indenture shall
adversely affect the rights of any holder of Senior Debt under this Article 10,
without the consent of such holder or, in accordance with the terms of such
Senior Debt, the consent of the agent or representative of such holder or the
requisite holders of such Senior Debt or Designated Senior Debt.

SECTION 10.14. Trust Payments and Distributions.

         Notwithstanding anything in this Article 10 to the contrary, payments
and distributions made from any trust established pursuant to Article 8 hereof
will be permitted and will not be subordinated so long as the payments into the
trust were made in accordance with the requirements of Article 8 hereof and did
not violate the subordination provisions when they were made.

                                   ARTICLE 11

                              SUBSIDIARY GUARANTEES

SECTION 11.01. Guarantee.

         Subject to this Article 11, each of the 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 Company 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 Company 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 Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

         The 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 Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Subsidiary Guarantee

                                      -70-
<PAGE>

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 Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
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 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
Guarantor further agrees that, as between the 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 6 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 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

SECTION 11.02. Subordination of Subsidiary Guarantee.

         The Obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 shall be junior and subordinated to the Guarantee of
any Senior Debt of such Guarantor on the same basis as the Notes are junior and
subordinated to Senior Debt of the Company. For the purposes of the foregoing
sentence, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors only at such times as they may receive
and/or retain payments in respect of the Notes pursuant to this Indenture,
including Article 10 hereof.

SECTION 11.03. Limitation on Guarantor Liability.

         Each 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 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 Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such 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 Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

SECTION 11.04. Execution and Delivery of Subsidiary Guarantee.

         To evidence its Subsidiary Guarantee set forth in Section 11.01, each
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 Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by its
President or one of its Vice Presidents.

                                      -71-
<PAGE>

         Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 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 Guarantors.

         In the event that any Subsidiary is required by Section 4.17 hereof to
become a Guarantor, the Company shall cause such Subsidiary to execute
supplemental indentures to this Indenture and Subsidiary Guarantees in
accordance with this Article 11.

SECTION 11.05. Guarantors May Consolidate, Etc., on Certain Terms.

         Except as otherwise provided in Section 11.06, a Guarantor may not sell
or otherwise dispose of all or substantially all of its assets, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person unless:

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

         (b)      either:

                  (i)      the Person acquiring the property in any such sale or
         disposition or the Person formed by or surviving any such consolidation
         or merger (unless such Guarantor is the surviving Person) assumes all
         the obligations of that Guarantor under the Subsidiary Guarantee of
         such Guarantor, this Indenture and the Registration Rights Agreement
         pursuant to a supplemental indenture satisfactory to the Trustee; or

                  (ii)     the Net Proceeds of such sale or other disposition
         are applied in accordance with the applicable provisions of this
         Indenture.

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

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a

                                      -72-
<PAGE>

Guarantor with or into the Company or another Guarantor, or shall prevent any
sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety to the Company or another Guarantor.

SECTION 11.06. Releases Following Sale of Assets.

         The Subsidiary Guarantee of a Guarantor shall be released:

         (a)      in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of merger or
consolidation), if the Company applies the Net Proceeds of that sale or other
disposition, in accordance with the applicable provisions of this Indenture;

         (b)      in connection with the sale of all of the capital stock of a
Guarantor, if the Company applies the Net Proceeds of that sale, in accordance
with the applicable provisions of this Indenture;

         (c)      in connection with any transaction which results in a
Guarantor ceasing to be a Restricted Subsidiary of the Company, if the Company
applies the Net Proceeds of that sale, in accordance with the applicable
provisions of this Indenture; or

         (d)      if the Company designates any Restricted Subsidiary that is a
Guarantor as an Unrestricted Subsidiary, in accordance with the applicable
provisions of this Indenture.

         Upon delivery by the Company to the Trustee of an Officers' Certificate
and an Opinion of Counsel to the effect that such sale or other disposition was
made by the Company in accordance with the provisions of this Indenture,
including without limitation Section 4.10 hereof, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Subsidiary Guarantee.

         Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                   ARTICLE 12

                                  MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

         This Indenture is subject to the provisions of the TIA that are
required to be a part of this Indenture, and shall, to the extent applicable, be
governed by such provisions. If any provision of this Indenture modifies any TIA
provision that may be so modified, such TIA provision shall be deemed to apply
to this Indenture as so modified. If any provision of this Indenture excludes
any TIA provision that may be so excluded, such TIA provision shall be excluded
from this Indenture.

         The provisions of TIA Section 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.

SECTION 12.02. Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return

                                      -73-
<PAGE>

receipt requested), telex, telecopier or overnight air courier guaranteeing next
day delivery, to the others' address

         If to the Company and/or any Guarantor:

         Team Health, Inc.
         1900 Winston Road
         Knoxville, Tennessee  37919
         Telecopier No.:  (423) 539-8003
         Attention:  Chief Financial Officer

         If to the Trustee:

         The Bank of New York
         100 Ashford Center North
         Suite 520
         Atlanta, Georgia  30338
         Telecopier No.:  (770) 698-5195/5196
         Attention:  Barbara Royal

         Copy to:

         Olshan Grundman Frome Rosenzweig & Wolosky LLP
         Park Avenue Tower
         65 East 55th Street
         New York, New York  10022
         Telecopier No.: (212) 451-2222
         Attention: Jeffrey S. Spindler, Esq.

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

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

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

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

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

                                      -74-
<PAGE>

SECTION 12.03. Communication by Holders of Notes With Other Holders of Notes.

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

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

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

                  (a)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been satisfied;

                  (b)      an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of such counsel, all such conditions precedent and covenants
         have been satisfied; and

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

SECTION 12.05. Statements Required in Certificate or Opinion.

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

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

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

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

                  (d)      a statement as to whether or not, in the opinion of
         such Person, such condition or covenant has been satisfied.

SECTION 12.06. Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

                                      -75-
<PAGE>

SECTION 12.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

         No director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, shall have any liability for any obligations
of the Company or the Guarantors under the Notes, the Subsidiary Guarantees,
this 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. Such waiver may not be effective to
waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

SECTION 12.08. Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.05.

SECTION 12.10. Successors.

         All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 11.05.

SECTION 12.11. Severability.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.12. Counterpart Originals.

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

SECTION 12.13. Table of Contents, Headings, Etc.

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

                         [Signatures on following page]

                                      -76-
<PAGE>

                                   SIGNATURES

Dated as of March 23, 2004

                                           Very truly yours,

                                           TEAM HEALTH, INC.

                                           By: /s/ Robert Abramowski
                                               ---------------------------------
                                               Name: Robert Abramowski
                                               Title: Executive Vice President -
                                                      Finance and Administration

                                      S-1

<PAGE>

                                           [GUARANTORS]

                                           By: /s/ Robert Abramowski
                                               ---------------------------------
                                               Name: Robert Abramowski
                                               Title: Vice President

                                      S-2

<PAGE>

THE BANK OF NEW YORK,

AS TRUSTEE

By: /s/ Patricia Gallagher
    --------------------------------------
    Name: Patricia Gallagher
    Title: Vice President

                                      S-3

<PAGE>

                                    EXHIBIT A

                                 (Face of Note)

                      9% Senior Subordinated Notes due 2012

CUSIP No. _____________________                                    $____________

         TEAM HEALTH, INC. promises to pay to CEDE & CO., or registered assigns,
the principal sum of ___________ Dollars on March 23, 2012

         Interest Payment Dates:  April 1 and October 1

         Record Dates:  March 15 and September 15

DATED:

                                                 TEAM HEALTH, INC.

                                                 By: ___________________________
                                                     Name:
                                                     Title:

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

THE BANK OF NEW YORK,
 AS TRUSTEE

By: ______________________________________
           (Authorized Signatory)

                                      A-1

<PAGE>

                                 (Back of Note)

                      9% Senior Subordinated Notes due 2012

         THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION
IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE ISSUER'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                                      A-2
<PAGE>

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

         1.       Interest. Team Health, Inc., a Tennessee corporation (the
"Company"), promises to pay interest on the principal amount of this Note at 9%
per annum from the date hereof until maturity and shall pay the Liquidated
Damages payable pursuant to Section 2(d) of the Registration Rights Agreement
referred to below. The Company shall pay interest and Liquidated Damages
semi-annually on April 1 and October 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each an "Interest Payment
Date"). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; provided, that the first Interest Payment Date shall be October 1,
2004. The Company 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 at the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

         2.       Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the March 15 or
September 15 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 shall be payable as to principal, premium and Liquidated
Damages, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available
funds shall be required with respect to principal of and interest, premium and
Liquidated Damages on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be 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.

         3.       Paying Agent and Registrar. Initially, The Bank of New York,
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.

         4.       Indenture. The Company issued the Notes under an Indenture
dated as of March 23, 2004 (the "Indenture") between the Company 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 Sections 77aaa-77bbbb). The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.

         5.       Optional Redemption.

         (a)      At any time prior to April 1, 2007, the Company may, on one or
more occasions, redeem up to 35% of the aggregate principal amount of Notes
issued under the Indenture at a redemption price of 109% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if
any, to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that

                                      A-3
<PAGE>

(1) at least 65% of the aggregate principal amount of Notes issued under the
Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); and (2)
such redemption shall occur within 90 days of the date of the closing of such
Equity Offering.

         (b)      At any time prior to April 1, 2008, the Notes will be
redeemable, on one or more occasions, in whole or in part, at the option of the
Company upon not less than 30 nor more than 60 days' notice at a redemption
price equal to the sum of: (a) 100% of the principal amount thereof, plus
accrued and unpaid interest thereon to the redemption date; plus (b) the
Make-Whole Amount, if any.

         (c)      On or after April 1, 2008, the Company may redeem all or a
part of the Notes, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on April 1 of the years indicated below:

<TABLE>
<CAPTION>
Year                                     Percentage
----                                     ----------
<S>                                      <C>
2008................................      104.500%
2009................................      102.250%
2010 and thereafter.................      100.000%
</TABLE>

         6.       Mandatory Redemption.

         Except as set forth in paragraph 7 below, the Company shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

         7.       Repurchase at Option of Holder. Upon the occurrence of a
Change of Control, and subject to certain conditions set forth in the Indenture,
the Company 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 Company 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.

         8.       Notice of Redemption. Notice of redemption shall be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

         9.       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 Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

                                      A-4
<PAGE>

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

         11.      Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture or the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single class, and
any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes and Additional Notes, if any, voting as a
single class. Without the consent of any Holder of a Note, the Indenture or the
Notes may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for uncertificated Notes in addition to or in place of
certificated Notes, to provide for the assumption of the Company's obligations
to Holders of the Notes in case of a merger or consolidation or sale of all or
substantially all of the assets of the Company, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not materially adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act or to
allow any Subsidiary to guarantee the Notes, to provide for the Issuance of
Additional Notes in accordance with the limitations set forth in the Indenture,
or to allow any Guarantor to execute a supplemental indenture to the Indenture
with respect to the Notes.

         12.      Defaults and Remedies. Events of Default include: (a) default
for 30 days in the payment when due of interest on, or Liquidated Damages with
respect to, the Notes (whether or not prohibited by Article 10 of the
Indenture); (b) default in payment of the principal of or premium, if any, on
the (whether or not prohibited by Article 10 of the Indenture); (c) failure by
the Company to comply with the provisions of Section 4.14 of the Indenture; (d)
failure by the Company for 30 days after notice from the Trustee or holders of
at least 25% in principal amount of the Notes (including Additional Notes, if
any) then outstanding to comply with the provisions of Section 4.07, 4.09 or
4.10 of the Indenture; (e) failure by the Company for 60 days after notice from
the Trustee or holders of at least 25% in principal amount of the Notes then
outstanding voting as a single class to comply with any of its other agreements
in the Indenture or the Notes; (f) default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now
exists, or is created after the date of the Indenture, if that default (i) is
caused by a failure to pay principal of or premium, if any, on such Indebtedness
at final maturity prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default"); or (ii) results
in the acceleration of such Indebtedness prior to its express maturity, and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$10.0 million or more; (g) failure by the Company or any of its Subsidiaries to
pay final non-appealable judgments not covered by undisputed insurance
aggregating in excess of $10.0 million, which judgments are not paid, discharged
or stayed for a period of 60 days; (h) except as permitted by the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Subsidiary Guarantee; and (i)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Restricted Subsidiaries that are Significant Subsidiaries. In the event of a
declaration of acceleration of the Notes because an Event of Default has
occurred and is continuing as a result of the acceleration of any Indebtedness
described in clause (f) above, the declaration of acceleration of the Notes
shall be automatically annulled if the holders of any Indebtedness described in
clause (f) above have rescinded the declaration of acceleration in respect of
such Indebtedness within 30 days of the

                                      A-5
<PAGE>

date of such declaration and if: (i) the annulment of the acceleration of Notes
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (ii) all existing Events of Default, except nonpayment of
principal or interest on the Notes that became due solely because of the
acceleration of the Notes have been cured or waived. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the principal,
premium, if any, accrued interest and Liquidated Damages, if any, of the Notes
to be due and payable immediately; provided, that so long as any Indebtedness
permitted to be incurred pursuant to the Senior Credit Facilities shall be
outstanding, such acceleration shall not be effective until the earlier of: (i)
an acceleration of any such Indebtedness under the Senior Credit Facilities; or
(ii) five Business Days after receipt by the Company of written notice of such
acceleration. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, all outstanding Notes
shall 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. 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 or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Notes. The Company is required
to deliver to the Trustee annually a statement regarding compliance with the
Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.

         13.      Trustee Dealings With Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14.      No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of the Company or any of the Guarantors, as such,
shall have any liability for any obligations of the Company or such Guarantor
under the Notes, the Subsidiary Guarantees 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.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

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

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

         17.      Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement, dated as of March 23, 2004, between the Company and the parties named
on the signature pages thereof or, in the case of Additional Notes, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have the rights
set forth in one or more registration rights agreements, if any, between the
Company and the other parties thereto, relating to rights given by the Company
to the purchasers of Additional Notes (collectively, the "Registration Rights
Agreement").

         18.      CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the

                                      A-6
<PAGE>

Notes and the Trustee may use CUSIP 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.

         The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                           Team Health, Inc.
                           1900 Winston Road
                           Knoxville, Tennessee  37919
                           Attention: Chief Financial Officer

                                      A-7
<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to

________________________________________________________________________________
_________

                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________
_________

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

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

Date:

                                      Your Signature:

                                      __________________________________________
                                      ________
                                      (Sign exactly as your name appears on the
                                      face of this Note)
SIGNATURE GUARANTEE.

                                      A-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

         [ ] Section 4.10            [ ] Section 4.14

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased: $________

Date:

                                 Your Signature:

                                 _______________________________________________
                                 (Sign exactly as your name appears on the Note)
                                 Tax Identification No.: _______________________
SIGNATURE GUARANTEE.

                                      A-9
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Team Health, Inc.
1900 Winston Road
Knoxville, Tennessee  37919

The Bank of New York
100 Ashford Center North
Suite 520
Atlanta, Georgia  30338
Telecopier No.:  (770) 698-5195/5196
Attention:  Barbara Royal

                    Re: 9% Senior Subordinated Notes due 2012

         Reference is hereby made to the Indenture, dated as of March 23, 2004
(the "Indenture"), between Team Health, Inc., as issuer (the "Company"), and The
Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

         [CHECK ALL THAT APPLY]

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

         2.       [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL IN
THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the Transferee was
outside the United States or such Transferor and any Person acting on

                                      B-1
<PAGE>

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

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

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

                  or

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

                  or

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

         or

                  (d)      [ ] such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144 or Rule 904, and the Transferor hereby further certifies that
         it has not engaged in any general solicitation within the meaning of
         Regulation D under the Securities Act and the Transfer complies with
         the transfer restrictions applicable to beneficial interests in a
         Restricted Global Note or Restricted Definitive Notes and the
         requirements of the exemption claimed, which certification is supported
         by (1) a certificate executed by the Transferee in the form of Exhibit
         D to the Indenture and (2) if such Transfer is in respect of a
         principal amount of Notes at the time of transfer of less than
         $250,000, an Opinion of Counsel provided by the Transferor or the
         Transferee (a copy of which the Transferor has attached to this
         certification), to the effect that such Transfer is in compliance with
         the Securities Act. Upon consummation of the proposed transfer in
         accordance with the terms of the Indenture, the transferred beneficial
         interest or Definitive Note will be subject to the restrictions on
         transfer enumerated in the Private Placement Legend printed on the IAI
         Global Note and/or the Definitive Notes and in the Indenture and the
         Securities Act.

         4.       [ ] Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

                                      B-2
<PAGE>

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

         (b)      [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

         (c)      [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

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

                                     ___________________________________________
                                            [Insert Name of Transferor]

                                     By: _______________________________________
                                         Name:
                                         Title:

Dated:

                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

         (a)      [ ] a beneficial interest in the:

                  (i)      [ ] 144A Global Note (CUSIP ), or

                  (ii)     [ ] Regulation S Global Note (CUSIP ), or

                  (iii)    [ ] IAI Global Note (CUSIP ); or

         (b)      [ ] a Restricted Definitive Note.

         2.       After the Transfer the Transferee will hold:

         [CHECK ONE]

         (a)      [ ] a beneficial interest in the:

                  (i)      [ ] 144A Global Note (CUSIP ), or

                  (ii)     [ ] Regulation S Global Note (CUSIP ), or

                  (iii)    [ ] IAI Global Note (CUSIP ); or

                  (iv)     [ ] Unrestricted Global Note (CUSIP ); or

         (b)      [ ] a Restricted Definitive Note; or

         (c)      [ ] an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                      B-4
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Team Health, Inc.
1900 Winston Road
Knoxville, Tennessee  37919

The Bank of New York
100 Ashford Center North
Suite 520
Atlanta, Georgia  30338
Telecopier No.:  (770) 698-5195/5196
Attention:  Barbara Royal

                    Re: 9% Senior Subordinated Notes due 2012

(CUSIP______________)

         Reference is hereby made to the Indenture, dated as of March 23, 2004
(the "Indenture"), between Team Health, Inc., as issuer (the "Company"), and The
Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

         1.       EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

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

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

                                      C-1
<PAGE>

compliance with the Securities Act and (iv) the Definitive Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

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

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

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

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

         (b)      [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] / / 144A Global Note, / / Regulation S Global Note, / / IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

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

                                      C-2
<PAGE>

                                                ________________________________
                                                     [Insert Name of Owner]

                                                By: ____________________________
                                                    Name:
                                                    Title:

Dated:

                                      C-3

<PAGE>

                                       D-2

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Team Health, Inc.
1900 Winston Road
Knoxville, Tennessee  37919

The Bank of New York
100 Ashford Center North
Suite 520
Atlanta, Georgia  30338
Telecopier No.: (770) 698-5195/5196
Attention: Barbara Royal

                    Re: 9% Senior Subordinated Notes due 2012

         Reference is hereby made to the Indenture, dated as of March 23, 2004
(the "Indenture"), between Team Health, Inc., as issuer (the "Company"), and The
Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

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

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

         (b)      [ ] a Definitive Note,

         we confirm that:

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

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (c) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000, an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the

                                      D-1
<PAGE>

requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

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

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

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

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

                                            [INSERT NAME OF ACCREDITED INVESTOR]

                                            By: ________________________________
                                                Name:
                                                Title:

Dated:

                                      D-2

<PAGE>

                                    EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 23, 2004 (the "Indenture") among
Team Health, Inc., the Guarantors listed on Schedule I thereto and The Bank of
New York, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture
are expressly set forth in Article 11 of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Subsidiary Guarantee. Each
Holder of a Note, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee, on behalf of such
Holder, to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose.

                                            [NAME OF GUARANTOR]

                                            By: ________________________________
                                                Name:
                                                Title:

                                      E-1

<PAGE>

                                    EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Team Health, Inc. (or its permitted successor), a Tennessee
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and The Bank of New York, as trustee under the
Indenture referred to below (the "Trustee").

                               WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 23, 2004 providing for
the issuance of 9% Senior Subordinated Notes due 2012 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.       Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       Agreement to Guarantee. The Guaranteeing Subsidiary hereby
agrees as follows:

                  (a)      Along with all other Guarantors, to jointly and
         severally unconditionally Guarantee 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 the Indenture, the Notes or the obligations of the Company hereunder
         or thereunder, that:

                           (i)      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 Company 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

                           (ii)     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

                                      F-1
<PAGE>

                  or any performance so guaranteed for whatever reason, the
                  Guarantors shall be jointly and severally obligated to pay the
                  same immediately. Each Guarantor agrees that this is a
                  guarantee of payment and not a guarantee of collection.

                  (b)      The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the 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
         Company, any action to enforce the same or any other circumstance which
         might otherwise constitute a legal or equitable discharge or defense of
         a Guarantor. Each Guarantor hereby waives diligence, presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever and covenant that this Subsidiary Guarantee shall not be
         discharged except by complete performance of the obligations contained
         in the Notes and the Indenture

                  (c)      If any Holder or the Trustee is required by any court
         or otherwise to return to the Company, the Guarantors, or any
         Custodian, Trustee, liquidator or other similar official acting in
         relation to either the Company or the 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.

                  (f)      The Guaranteeing Subsidiary 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. The Guaranteeing Subsidiary further agrees that, as
         between the 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 6 of the
         Indenture 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 6 of the Indenture, such obligations (whether or
         not due and payable) shall forthwith become due and payable by the
         Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors
         shall have the right to seek contribution from any non-paying Guarantor
         so long as the exercise of such right does not impair the rights of the
         Holders under the Guarantee.

                  (i)      Pursuant to Section 10.02 of the Indenture, after
         giving effect to any maximum amount and any other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the obligations of such
         other Guarantor under Article 10 of the Indenture shall result in the
         obligations of such Guarantor under its Subsidiary Guarantee not
         constituting a fraudulent transfer or conveyance.

         3.       Execution and Delivery. Each Guaranteeing Subsidiary agrees
that the Subsidiary Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such
Subsidiary Guarantee.

         4.       Guaranteeing Subsidiary May Consolidate, Etc. on Certain
Terms.

         (a)      No Guarantor may consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) or sell, assign,
transfer convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person
unless:

                                      F-2
<PAGE>

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

                  (ii)     the entity or Person formed by or surviving any such
         consolidation or merger (if other than a Guarantor or the Company) or
         the entity or Person to which such sale, transfer, conveyance or other
         disposition assumes all the obligations of such Guarantor under the
         Notes, the Indenture and the Subsidiary Guarantee, pursuant to a
         supplemental indenture in the form of Exhibit E to the Indenture;

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

                  (iv)     the Company (i) will have Consolidated Net Worth
         immediately after the transaction equal to or greater than the
         Consolidated Net Worth of the Company immediately preceding the
         transaction and (ii) will, at the time of such transaction and after
         giving pro forma effect thereto as if such transaction had occurred at
         the beginning of the applicable four-quarter period, be permitted to
         incur at least $1.00 of additional Indebtedness pursuant to the Fixed
         Charge Coverage Ratio test set forth in the first paragraph of Section
         4.09 of the Indenture;

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

         (c)      Except as set forth in Articles 4 and 5 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or
in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

         5.       Releases.

         (a)      In the event of a sale or other disposition of all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all to the capital stock of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of the Indenture, including without
limitation Section 4.10 of the Indenture. Upon delivery by the Company to the
Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that
such sale or other disposition was

                                       F-3
<PAGE>

made by the Company in accordance with the provisions of the Indenture,
including without limitation Section 4.10 of the Indenture, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Subsidiary Guarantee.

         (b)      Any Guarantor not released from its obligations under its
Subsidiary Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under the
Indenture as provided in Article 10 of the Indenture.

         6.       No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the 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.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

         7.       NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

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

         9.       Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         10.      The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.

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

Dated: _______________, ____

                                         [GUARANTEEING SUBSIDIARY]

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         TEAM HEALTH, INC.

                                         By: ___________________________________
                                             Name:

                                       F-4
<PAGE>

                                             Title:

                                         [GUARANTORS]

                                         By: ___________________________________
                                             Name:
                                             Title:

                                      F-5

<PAGE>

                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the Issue Date:

[GUARANTORS]

                                    Sch. I-1