DRAFT ========================================================================= ======= BEVERLY ENTERPRISES, INC. % SENIOR NOTES DUE 2005

DRAFT
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XXXXXXX ENTERPRISES, INC.

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$150,000,000

% SENIOR NOTES DUE 2005

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INDENTURE

DATED AS OF ________, 1995

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CHEMICAL BANK

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AS TRUSTEE

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2
CROSS-REFERENCE TABLE*

TRUST INDENTURE INDENTURE
ACT SECTION SECTION
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310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6; 10.2
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6
314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3; 10.2
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.5
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(iii)(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5; 10.2
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(i)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(iii)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316 (a)(last sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.13; 9.4
317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1

N.A. means not applicable.

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*THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.

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TABLE OF CONTENTS

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ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 1.3. Incorporation By Reference of TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 1.4. Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 2
THE SECURITIES;
OFFER TO PURCHASE PROCEDURES

SECTION 2.1. Form and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.2. Execution and Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.3. Registrar and Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.4. Paying Agent to Hold Money in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.5. Holder Lists . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.6. Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.7. Replacement Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.8. Outstanding Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.9. Treasury Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.10. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.11. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.12. Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.13. Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.14. CUSIP Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 2.15. Offer to Purchase by Application of Excess Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 3
REDEMPTION

SECTION 3.1. Right of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.2. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.3. Selection of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.4. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.5. Effect of Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.6. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.7. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

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ARTICLE 4
COVENANTS

SECTION 4.1. Payment of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 4.2. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.3. Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.4. Compliance Certificate; Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 4.5. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 4.6. Stay, Extension and Usury Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 4.7. Limitations on Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 4.8. Limitations on Dividend and Other Payment Restrictions Affecting Subsidiaries . . . . . . . . . . . . 45
SECTION 4.9. Limitations on Incurrence of Indebtedness and Issuance of Preferred Stock . . . . . . . . . . . . . . 46
SECTION 4.10. Asset Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 4.11. Limitations on Transactions With Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 4.12. Limitations on Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 4.13. Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 4.14. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 4.15. Line of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE 5
SUCCESSORS

SECTION 5.1. Limitations on Mergers, Consolidations or Sales of Assets . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 5.2. Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE 6
DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 6.2. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 6.3. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 6.4. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 6.5. Control by Majority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 6.6. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 6.7. Rights of Holders to Receive Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 6.8. Collection Suit by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 6.9. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE 7
TRUSTEE

SECTION 7.1. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 7.2. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 7.3. Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

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SECTION 7.4. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 7.5. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 7.6. Reports by Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 7.7. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 7.8. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 7.9. Successor Trustee or Agent by Merger, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 7.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 7.11. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE 8
DISCHARGE OF INDENTURE

SECTION 8.1. Defeasance and Discharge of This Indenture and the Securities . . . . . . . . . . . . . . . . . . . . 75
SECTION 8.2. Legal Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 8.3. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 8.4. Conditions to Legal or Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 8.5. Deposited Cash and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. . 80
SECTION 8.6. Repayment to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 8.7. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1. Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 9.2. With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 9.3. Compliance With TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 9.4. Revocation and Effect of Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 9.5. Notation on or Exchange of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 9.6. Trustee to Sign Amendments, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

ARTICLE 10
GUARANTEE

SECTION 10.1. Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
SECTION 10.2. Execution and Delivery of Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 10.3. Future Subsidiary Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 10.4. Guarantor May Consolidate, etc., on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 91
SECTION 10.5. Release of Guarantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
SECTION 10.6. Certain Bankruptcy Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

ARTICLE 11
MISCELLANEOUS

SECTION 11.1. TIA Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
SECTION 11.2. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
SECTION 11.3. Communication by Holders With Other Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

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SECTION 11.4. Certificate and Opinion as to Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 11.5. Statements Required in Certificate or Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
SECTION 11.6. Rules by Trustee and Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 11.7. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 11.8. No Personal Liability of Directors, Officers, Employees and Shareholders . . . . . . . . . . . . . . 97
SECTION 11.9. Duplicate Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 11.10. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 11.11. No Adverse Interpretation of Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 11.12. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 11.13. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 11.14. Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
SECTION 11.15. Table of Contents, Headings, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

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EXHIBITS

Exhibit A FORM OF SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A
Exhibit B FORM OF SUPPLEMENTAL INDENTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B

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INDENTURE dated as of ________ __, 1995, among Xxxxxxx
Enterprises, Inc., a Delaware corporation (the "Company"), the corporations
listed on the signature page hereto (the "Guarantors") and Chemical Bank, a New
York corporation, as trustee (the "Trustee").

Each party hereto agrees as follows for the benefit of each
other party and for the equal and ratable benefit of the Holders of the __%
Senior Notes due 2005 (the "Securities"):

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

SECTION 1.1. Definitions.

"Acquired Debt" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the voting securities of a
Person shall be deemed to be control.

"Agent" means any Registrar, Paying Agent or co-registrar.
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"Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets (including, without limitation, by way of a sale and
leaseback or by merger or consolidation) other than in the ordinary course of
business (provided that the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company and its Subsidiaries taken as
a whole will be governed by Section 4.13 and/or Section 5.1 hereof and not by
Section 4.10 hereof), and (ii) the issuance or sale by the Company or any of
its Subsidiaries of Equity Interests of any of the Company's Subsidiaries, in
the case of either clause (i) or (ii), whether in a single transaction or a
series of related transactions (a) that have a fair market value in excess of
$10.0 million or (b) for net proceeds in excess of $10.0 million.
Notwithstanding the foregoing: (a) a transfer of assets by the Company to a
Subsidiary or by a Subsidiary to the Company or to another Subsidiary, (b) an
issuance of Equity Interests by a Subsidiary to the Company or to another
Subsidiary, (c) a Restricted Payment that is permitted by Section 4.7 hereof
and (d) a Nursing Facility Swap shall not be deemed to be an Asset Sale.

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

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

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

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

"Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the

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case of a partnership, partnership interests (whether general or limited) and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of,
the issuing Person.

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

"Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof having maturities of
not more than one year from the date of acquisition, (iii) certificates of
deposit with maturities of one year or less from the date of acquisition,
bankers' acceptances (or, with respect to foreign banks, similar instruments)
with maturities not exceeding one year and overnight bank deposits, in each
case with any domestic commercial bank organized under the laws of the United
States of America or any state thereof or the District of Columbia, or any
United States branch of a foreign bank having at the date of acquisition
thereof combined capital and surplus of not less than $100.0 million, (iv)
repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (ii) and (iii) above entered into
with any financial institution meeting the qualifications specified in clause
(iii) above, (v) commercial paper having the highest rating obtainable from
Xxxxx'x or S&P and in each case maturing within one year after the date of
acquisition, and (vi) investments in money market funds which invest
substantially all their assets in securities of the types described in the
foregoing clauses (i) through (v).

"Change of Control" means the occurrence of any of the
following: (i) the sale, lease, transfer, conveyance or other disposition, in
one or a series of related transactions, of all or substantially all of the
assets of the Company and its Subsidiaries taken as a whole to any Person or
group (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act), other than to a Person or group who, prior to such transaction, held a
majority of the voting power of the voting stock of the

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Company, (ii) the acquisition by any Person or group, as defined above, of a
direct or indirect interest in more than 50% of the voting power of the voting
stock of the Company, by way of merger, consolidation or otherwise, or (iii)
the first day on which a majority of the members of the Board of Directors of
the Company are not Continuing Directors.

"Change of Control Triggering Event" means the occurrence of
both a Change of Control and a Rating Decline.

"Commission" means the Securities and Exchange Commission.

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

"Consolidated Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Income of such Person for such period, plus
(i) provision for taxes based on income or profits of such Person and its
Subsidiaries for such period, to the extent such provision for taxes was
included in computing such Consolidated Net Income, plus (ii) the Fixed Charges
of such Person and its Subsidiaries for such period, to the extent that such
Fixed Charges were deducted in computing such Consolidated Net Income, plus
(iii) depreciation and amortization (including amortization of goodwill and
other intangibles, but excluding amortization of prepaid cash expenses that
were paid in a prior period) of such Person and its Subsidiaries for such
period to the extent that such depreciation and amortization were deducted in
computing such Consolidated Net Income, plus (iv) the other non-cash expenses
of such Person and its subsidiaries for such period to the extent such non-cash
expenses were deducted in computing such Consolidated Net Income, in each case,
on a consolidated basis and determined in accordance with GAAP.
Notwithstanding the foregoing, the provision for taxes on the income or profits
of, the depreciation and amortization of, and the other non-cash expenses of, a
Subsidiary of the referent Person shall be added to Consolidated Net Income to
compute Consolidated Cash Flow only to the extent (and in same proportion)

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that the Net Income of such Subsidiary was included in calculating the
Consolidated Net Income of such Person and only if a corresponding amount would
be permitted at the date of determination to be dividended to the Company by
such Subsidiary without prior approval (that has not been obtained), pursuant
to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to
that Subsidiary or its stockholders.

"Consolidated Net Income" means, with respect to any Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis; provided that (i) the
Net Income of any Person that is not a Subsidiary or that is accounted for by
the equity method of accounting shall be included only to the extent of the
amount of dividends or distributions paid in cash to the referent Person or a
Wholly Owned Subsidiary thereof, (ii) the Net Income of any Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Subsidiary of that Net Income is not at the date of
determination permitted without any prior governmental approval (that has not
been obtained) or, directly or indirectly, by operation of the terms of its
charter or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to that Subsidiary or its stockholders,
(iii) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded and (iv) the cumulative effect of a change in accounting principles
shall be excluded.

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

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Person, and excluding the cumulative effect of a change in accounting
principles, all as determined in accordance with GAAP.

"Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (i) was a member of
such Board of Directors on the date hereof or (ii) was nominated for election
or elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

"Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 10.2 hereof or such other address
as to which the Trustee may give notice to the Company.

"Credit Agreement" means that certain Credit Agreement, dated
as of November 1, 1994, by and among Xxxxxxx California Corporation, a
California corporation, the Company and Xxxxxx Guaranty Trust Company of New
York and the other banks that are party thereto, providing for $225,000,000 in
aggregate principal amount of Senior Term Debt and up to $150,000,000 in
aggregate principal amount of Senior Revolving Debt, including any related
notes, collateral documents, instruments and agreements executed in connection
therewith, and in each case as amended, modified, extended, renewed, refunded,
replaced or refinanced, in whole or in part, from time to time.

"Debt to Consolidated Cash Flow Ratio" means with respect to
any Person as of any date of determination (the "Debt Ratio Calculation Date"),
the ratio of (i) the aggregate amount of Indebtedness of such Person and its
Subsidiaries, on a consolidated basis, outstanding as of the Debt Ratio
Calculation Date to (ii) the Consolidated Cash Flow of such Person for the
Reference Period immediately preceding such Debt Ratio Calculation Date. For
purposes of making the computation referred to above, (i) acquisitions that
have been made by such Person or any of its Subsidiaries, including through
mergers or consolidations and including any related financing transactions,
during the Reference Period or subsequent to such Reference Period and on or
prior to the Debt Ratio Calculation Date shall be deemed to have occurred on
the first day of the Reference Period, and

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(ii) the Consolidated Cash Flow and Fixed Charges attributable to operations or
businesses disposed of prior to the Debt Ratio Calculation Date shall be
excluded.

"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.

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

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

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

"Existing Indebtedness" means Indebtedness of the Company and
its Subsidiaries in existence on the date hereof, until such amounts are
repaid.

"Fixed Charge Coverage Ratio" means with respect to any Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the Company or any of its Subsidiaries incurs, assumes, guarantees or redeems
any Indebtedness (other than revolving credit borrowings) or issues 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 or redemption of preferred stock, as if the
same had occurred at the beginning of the applicable Reference Period. In
addition, for purposes of making the computation referred to above, (i)
acquisitions that have been made by the Company or any of its Subsidiaries,
including through mergers or consolidations and including any related financing
transactions, during the Reference Period or subsequent to such Reference
Period and on or prior to the Calculation Date shall be deemed to have occurred
on the first day of the Refer-

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ence Period, and (ii) the Consolidated Cash Flow and Fixed Charges attributable
to operations or businesses disposed of prior to the Calculation Date, shall be
excluded.

"Fixed Charges" means, with respect to any Person for any
period, the sum of (i) the consolidated interest expense of such Person and its
Subsidiaries for such period, whether paid or accrued (including, without
limitation, amortization of original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of
letters of credit or bankers' acceptance financings, and net payments (if any)
pursuant to Hedging Obligations) and (ii) the consolidated interest expense of
such Person and its Subsidiaries that was capitalized during such period, and
(iii) interest actually paid by such Person or any of its Subsidiaries under
any guarantee of Indebtedness or other obligation of any other Person and (iv)
the product of (a) all cash dividend payments (and non-cash dividend payments
in the case of a Person that is a Subsidiary) on any series of preferred stock
of such Person, times (b) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory tax rate of such Person, expressed as a decimal, in each case,
on a consolidated basis and in accordance with GAAP.

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

"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.

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

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

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

"Indebtedness" means with respect to any Person, (i) any
Redeemable Stock of such Person, (ii) any indebtedness of such Person, whether
or not contingent, in respect of borrowed money or evidenced by bonds, notes,
debentures or similar instruments or letters of credit (or reimbursement
agreements in respect thereof) or banker's acceptances or representing Capital
Lease Obligations or the balance deferred and unpaid of the purchase price of
any property or representing any Hedging Obligations, except any such balance
that constitutes an accrued expense or trade payable, if and to the extent any
of the foregoing indebtedness (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, (iii) all indebtedness of others secured by a
Lien on any asset of such Person (whether or not such indebtedness is assumed
by such Person) and, (iv) to the extent not otherwise included, the guarantee
by such Person of any indebtedness of any other Person.

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

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

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"Investment" by any Person in any other Person means (without
duplication) (a) the acquisition (whether by purchase, merger, consolidation or
otherwise) by such Person (whether for cash, property, services, securities or
otherwise) of capital stock, bonds, notes, debentures, partnership or other
ownership interests or other securities, including any options or warrants, of
such other Person or any agreement to make any such acquisition; (b) the making
by such Person of any deposit with, or advance, loan or other extension of
credit to, such other Person (including the purchase of property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such property to such other Person) or any commitment to make any such
advance, loan or extension (but excluding accounts receivable or deposits
arising in the ordinary course of business); (c) other than guarantees of
Indebtedness of the Company or any Subsidiary to the extent permitted by the
covenant "Incurrence of Indebtedness," the entering into by such Person of any
guarantee of, or other credit support or contingent obligation with respect to,
Indebtedness or other liability of such other Person; provided, however,
Investments shall not be deemed to include extensions of trade credit by such
Person or any of its Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of such Person or such Subsidiary, as
the case may be.

"Investment Grade" means a rating of BBB- or higher by S&P or
Baa3 or higher by Xxxxx'x or the equivalent of such ratings by S&P or Moody's.
In the event that the Company shall select any other Rating Agency, the
equivalent of such ratings by such Rating Agency shall be used.

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

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

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

"Net Income" means, with respect to any Person, the net income
(loss) of such Person, determined in accordance with GAAP, excluding, however,
all extraordinary gains or losses, together with any related provision for
taxes on such extraordinary gain or loss.

"Net Proceeds" means the aggregate cash or Cash Equivalent
proceeds received by the Company or any of its Subsidiaries in respect of any
Asset Sale, net of the direct costs relating to such Asset Sale (including,
without limitation, legal, accounting and investment banking fees and sales
commissions) and any other expenses incurred or to be incurred by the Company
or a Subsidiary as a direct result of the sale of such assets (including,
without limitation, severance, relocation, lease termination and other similar
expenses), taxes actually paid or payable as a result thereof, amounts required
to be applied to the repayment of Indebtedness (other than Subordinated
Indebtedness or Senior Revolving Debt) secured by a Lien on the asset or assets
that were the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance
with GAAP.

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

"Non-Qualified Asset Sale" means an Asset Sale in which the
Non-Cash Consideration received by the Company or its Subsidiaries exceeds 25%
of the total consideration received in connection with such Xxxxx

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Sale. The Spinoff Transaction shall be deemed not to constitute a
Non-Qualified Asset Sale.

"Nursing Facility" means a nursing facility, hospital,
outpatient clinic, assisted living center, hospice, long-term care facility or
other facility that is used or useful in the provision of healthcare services.

"Nursing Facility Swap" means an exchange of assets by the
Company or one or more Subsidiaries of the Company for one or more Nursing
Facilities and/or one or more Related Businesses or for the Capital Stock of
any Person owning one or more Nursing Facilities and/or one or more Related
Businesses.

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

"Officers" means the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary and any Vice President of the Company or any Subsidiary, as the case
may be.

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

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

"Payment Default" means any failure to pay any scheduled
installment of interest or principal on any Indebtedness within the grace
period provided for such payment in the documentation governing such
Indebtedness.

"PCA" means Pharmacy Corporation of America, a California
corporation.

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"Permitted Liens" means (i) Liens in favor of the Company;
(ii) Liens on property of a Person existing at the time such Person is merged
into or consolidated with the Company or any Subsidiary of the Company or
becomes a Subsidiary of the Company; provided that such Liens were in existence
prior to the contemplation of such merger, consolidation or acquisition and do
not extend to any assets other than those of the Person merged into or
consolidated with the Company or that becomes a Subsidiary of the Company;
(iii) Liens on property existing at the time of acquisition thereof by the
Company or any Subsidiary of the Company, provided that such Liens were in
existence prior to the contemplation of such acquisition; (iv) Liens to secure
the performance of statutory obligations, surety or appeal bonds, performance
bonds or other obligations of a like nature incurred in the ordinary course of
business; (v) Liens existing on the date hereof; (vi) Liens for taxes,
assessments or governmental charges or claims that are not yet delinquent or
that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; (vii) other Liens on assets of the Company or any
Subsidiary of the Company securing Indebtedness that is permitted by the terms
hereof to be outstanding having an aggregate principal amount at any one time
outstanding not to exceed $5.0 million; (viii) Liens to secure Permitted
Refinancing Indebtedness incurred to refinance Indebtedness that was secured by
a Lien permitted hereunder and that was incurred in accordance with the
provisions hereof; pro-vided that such Liens do not extend to or cover any
property or assets of the Company or any Subsidiary other than assets or
property securing the Indebtedness so refinanced; (ix) Purchase Money Liens;
(x) Liens on Medicare, Medicaid or other patient accounts receivable of the
Company or its Subsidiaries and any other Liens granted by a Receivables
Subsidiary, in each case in connection with a Receivables Financing; provided
that the aggregate principal or redemption amount of Receivables Financing
outstanding shall not exceed 50% of the net amount of the uncollected Medicare,
Medicaid or other patient accounts receivable then owing to the Company or its
Subsidiaries; (xi) Liens to secure Indebtedness permitted under the Indenture,
the net proceeds of which are used to permanently reduce an equivalent
principal

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amount of other secured Indebtedness of the Company or its Subsidiaries less
any premiums and reasonable expenses incurred in connection therewith; (xii)
[collateral substitution provision to be proposed by Xxxxxxx]; (xiii) Liens of
carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other
Liens imposed by law incurred in the ordinary course of business; (xiv)
easements, rights-of-way, zoning restrictions, reservations, encroachments and
other similar encumbrances in respect of real property; (xv) any interest or
title of a lessor under any Capitalized Lease Obligation; (xvi) Liens upon
specific items of inventory or equipment and proceeds of the Company or any
Subsidiary securing its obligations in respect of bankers' acceptances issued
or created for its account (whether or not under the Credit Agreement) to
facilitate the purchase, shipment, or storage of such inventory and equipment;
(xvii) Liens securing reimbursement obligations with respect to letters of
credit (whether or not issued under the Credit Agreement) otherwise permitted
under the Indenture and issued in connection with the purchase of inventory or
equipment by the Company or any Subsidiary in the ordinary course of business;
(xviii) Liens to secure (or encumbering deposits securing) obligations arising
from warranty or contractual service obligations of the Company or any
Subsidiary, including rights of offset and setoff; (ix) Liens securing Acquired
Debt or acquisition Indebtedness otherwise permitted by the Indenture; provided
that (A) the Indebtedness secured shall not exceed the fair market value of the
assets so acquired (such fair market value to be determined in good faith by
the Board of Directors of the Company at the time of such acquisition) and (B)
such Indebtedness shall be incurred, and the Lien securing such Indebtedness
shall be created, within 12 months after such acquisition; (xx) Liens securing
Hedging Obligations Agreements relating to Indebtedness otherwise permitted
under the Indenture; and (xxi) Liens securing stay and appeal bonds or judgment
Liens in connection with any judgment not giving rise to a Default under the
Indenture.

"Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of its Subsidiaries issued in exchange for, or the net
proceeds of which are used solely to extend, refinance, renew, replace, defease
or refund, other Indebtedness of the Company or any of its Subsidiaries;
provided that: (i) the principal amount

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of such Permitted Refinancing Indebtedness does not exceed the principal amount
of the Indebtedness so extended, refinanced, renewed, replaced, defeased or
refunded (plus the amount of any premiums paid and reasonable expenses incurred
in connection therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date later than the final maturity date of, and has a Weighted
Average Life to Maturity equal to or greater than the Weighted Average Life to
Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is Subordinated Indebtedness, such
Permitted Refinancing Indebtedness has a final maturity date of, and is
subordinated in right of payment to, the Securities on terms at least as
favorable to the Holders of Securities as those contained in the documentation
governing the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded; and [(iv) such Indebtedness is incurred either by the
Company or by the Subsidiary who is the obligor on the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded.]

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

"Purchase Money Indebtedness" means any Indebtedness of a
Person to any seller or other Person incurred to finance the acquisition or
construction (including in the case of a Capital Lease Obligation, the lease)
of any real or personal tangible property which is incurred within 180 days of
such acquisition or completion of construction and is secured only by the
assets so financed.

"Purchase Money Lien" means a Lien granted on an asset or
property to secure Purchase Money Indebtedness permitted to be incurred under
the Indenture and incurred solely to finance the acquisition or construction of
such asset or property; provided, however, that such Lien encumbers only such
asset or property and is

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23
granted within 180 days of such acquisition or completion of construction.

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

"Rating Agencies" means (i) S&P and (ii) Moody's or (iii) if
S&P or Moody's or both shall not make a rating of the Securities publicly
available, a nationally recognized securities rating agency or agencies, as the
case may be, selected by the Company, shall be substituted for S&P or Moody's
or both, as the case may be.

"Rating Category" means (i) with respect to S&P, any of the
following categories: BB, B, CCC, CC, C and D (or equivalent successor
categories); (ii) with respect to Moody's, any of the following categories:
Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the
equivalent of any such category of S&P or Moody's used by another Rating
Agency. In determining whether the rating of the Securities has decreased by
one or more gradations, gradations within Rating Categories (+ and - for S&P,
1, 2 and 3 for Moody's; or the equivalent gradations for another Rating Agency)
shall be taken into account (e.g., with respect to S&P, a decline in a rating
from BB+ to BB, as well as from BB- to B+, shall constitute a decrease of one
gradation).

"Rating Date" means the date which is 90 days prior to the
earlier of (i) a Change of Control and (ii) the first public notice of the
occurrence of a Change of Control or of the intention by the Company to effect
a Change of Control.

"Rating Decline" means the occurrence on or within 90 days
after the date of the first public notice of the occurrence of a Change of
Control or of the intention by the Company to effect a Change of Control (which
period shall be extended so long as the rating of the Securities is under
publicly announced consideration for possible downgrade by any of the Rating
Agencies) of: (a) in the event the Securities are rated by either Moody's or
S&P on the Rating Date as Invest-

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24
ment Grade, a decrease in the rating of the Securities by both Rating Agencies
to a rating that is below Investment Grade, or (b) in the event the Securities
are rated below Investment Grade by both Rating Agencies on the Rating Date, a
decrease in the rating of the Securities by either Rating Agency by one or more
gradations (including gradations within Rating Categories as well as between
Rating Categories).

"Receivables Financing" means the sale or other disposition of
Medicare, Medicaid or other patient accounts receivable of the Company or any
of its Subsidiaries to a Receivables Subsidiary followed by a financing
transaction in connection with such sale or disposition of such accounts
receivable.

"Receivables Subsidiary" means a Subsidiary of the Company
exclusively engaged in Receivables Financing and activities reasonably related
thereto.

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

"Redeemable Stock" means any Capital Stock that, by its terms
(or by the terms of any security into which it is convertible or for which it
is exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the Holder thereof, in whole or in part, on or prior to the
date on which the Senior Notes mature.

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

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

"Reference Period" with regard to any Person means the four
full fiscal quarters (or such lesser period during which such Person has been
in existence) for which internal financial statements are available ended
immediately preceding any date upon which any

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25
determination is to be made pursuant to the terms of the Senior Notes or the
Indenture.

"Related Business" means the business conducted by the Company
and its Subsidiaries as of the date of the Indenture and any and all healthcare
service businesses that in the good faith judgment of the Board of Directors of
the Company are materially related businesses. Without limiting the generality
of the foregoing, Related Business shall include the operation of long-term and
specialty healthcare services, skilled nursing care, subacute care,
rehabilitation programs, pharmaceutical services, geriatric care and home
healthcare.

"Responsible Officer" when used with respect to the Trustee,
means any officer within the corporate trust department 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
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 Investment" means, in one or a series of related
transactions, any Investment, other than (i) Investments in Cash Equivalents,
(ii) Investments in a Subsidiary, (iii) Investments in any Person that as a
consequence of such Investment becomes a Subsidiary, (iv) Investments existing
on the date of the Indenture, (v) accounts receivable, advances, loans,
extensions of credit created or acquired in the ordinary course of business,
(vi) Investments made as a result of the receipt of Non-Cash Consideration from
an Asset Sale that was made pursuant to and in compliance with Section 4.10
hereof, and (vii) Investments made as the result of the guarantee by the
Company or any of its Subsidiaries of Indebtedness secured by Liens on assets
sold or otherwise disposed of by the Company or such Subsidiary; provided that
such Indebtedness was in existence prior to the contemplation of such sale or
other disposition and that the terms of such guarantee permit the Company or
such Subsidiary to foreclose on the pledged or mortgaged assets if the Company
or such Subsidiary are required to perform under such guarantee; provided,
however, that a merger of another Person with or into the Company or a
Guarantor shall not be deemed to be a Restricted Invest-

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ment so long as the surviving entity is the Company or a direct wholly owned
Guarantor.

"Securities" means the securities described above, issued
under this Indenture.

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

"Senior Revolving Debt" means revolving credit loans and
letters of credit outstanding from time to time under the Credit Agreement.

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

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

"Spinoff Transaction" means a pro rata distribution by the
Company to its shareholders of all or a portion of the shares of PCA or a sale
to an unaffiliated Person or Persons of shares of PCA or all or substantially
all of the assets of PCA.

"Stockholders' Equity" means, with respect to any Person as of
any date, the stockholders' equity of such Person determined in accordance with
GAAP as of the date of the most recent available internal financial statements
of such Person, and calculated on a pro forma basis to give effect to any
acquisition or disposition by such Person consummated or to be consummated
since the date of such financial statements and on or prior to the date of such
calculation.

"Subordinated Indebtedness" means (i) Indebtedness of the
Company or a Guarantor that is subordinated in right of payment to the
Securities or such Subsidiary's guarantee of the Securities, as applicable, or
(ii) Indebtedness of the Company or a Guarantor (other than secured
Indebtedness) that has a stated maturity on or after the stated maturity of the
Securities.

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"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 (a) the sole general partner or
the managing general partner of which is such Person or a Subsidiary of such
Person or (b) the only general partners of which are such Person or of one or
more Subsidiaries of such Person (or any combination thereof).

"TIA" means the Trust Indenture Act of 1939, as amended (15
U.S.C. Section 77aaa-77bbbb) as in effect on the date on which this Indenture
is qualified under the TIA, except as provided in Section 9.3 hereof.

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

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

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

"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

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28
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.

"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 or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.2. Other Definitions.

DEFINED IN
TERM SECTION

"Affiliate Transaction" . . . . . . . . . . . . . . . 4.11
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . 6.1
"Change of Control Offer" . . . . . . . . . . . . . . 4.13
"Change of Control Payment" . . . . . . . . . . . . . 4.13
"Change of Control Payment Date" . . . . . . . . . . . 4.13
"Commencement Date" . . . . . . . . . . . . . . . . . 2.15
"Covenant Defeasance" . . . . . . . . . . . . . . . . 8.3
"Custodian" . . . . . . . . . . . . . . . . . . . . . 6.1
"Event of Default" . . . . . . . . . . . . . . . . . . 6.1
"Excess Proceeds" . . . . . . . . . . . . . . . . . . 4.10
"Guarantee" . . . . . . . . . . . . . . . . . . . . . 10.1
"incur" . . . . . . . . . . . . . . . . . . . . . . . 4.9
"Legal Defeasance" . . . . . . . . . . . . . . . . . . 8.2
"Legal Holiday" . . . . . . . . . . . . . . . . . . . 10.7
"Notice of Default" . . . . . . . . . . . . . . . . . 6.1
"Offer Amount" . . . . . . . . . . . . . . . . . . . . 2.15
"Offer Period" . . . . . . . . . . . . . . . . . . . . 2.15
"Paying Agent" . . . . . . . . . . . . . . . . . . . . 2.3
"Purchase Date" . . . . . . . . . . . . . . . . . . . 2.15
"Purchase Price" . . . . . . . . . . . . . . . . . . . 4.10
"Registrar" . . . . . . . . . . . . . . . . . . . . . 2.3
"Restricted Payments" . . . . . . . . . . . . . . . . 4.7
"Senior Asset Sale Offer" . . . . . . . . . . . . . . 4.10

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SECTION 1.3. Incorporation By Reference of TIA.

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

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

"Indenture Securities" means the Securities;

"Indenture Security Holder" means a Holder;

"Indenture to be Qualified" means this Inden ture;

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

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

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

SECTION 1.4. Rules of Construction.

Unless the context otherwise requires:

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

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

(3) "or" is not exclusive;

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

(5) provisions apply to successive events and
transactions.

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ARTICLE 2
THE SECURITIES; OFFER TO PURCHASE PROCEDURES

SECTION 2.1. Form and Dating.

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

SECTION 2.2. Execution and Authentication.

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

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

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

The Trustee shall, upon a written order of the Company signed
by two Officers of the Company, authenticate Securities for original issue up
to the aggregate principal amount stated in paragraph 4 of the Securities. The
aggregate principal amount of Securities outstanding at any time shall not
exceed the amount set forth herein except as provided in Section 2.7 hereof.

The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Securities. Unless limited by the terms of such
appointment, an au-

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31
thenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

SECTION 2.3. Registrar and Paying Agent.

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

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

SECTION 2.4. Paying Agent to Hold Money in Trust.

On or prior to the due date of principal of, premium, if any,
and interest on any Securities, the

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32
Company shall deposit with the Trustee or the Paying Agent money sufficient to
pay such principal, premium, if any, and interest becoming due. The Company
shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of the Holders or the
Trustee all money held by the Paying Agent for the payment of principal of,
premium, if any, and interest on the Securities, and shall notify the Trustee
of any Default by the Company in making any such payment. While any such
Default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company) shall have no further liability for
the money delivered to the Trustee. If the Company acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the
Holders all money held by it as Paying Agent.

SECTION 2.5. Holder Lists.

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

SECTION 2.6. Transfer and Exchange.

When Securities are presented to the Registrar with a request
to register the transfer or to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall register the transfer or
make the exchange if its requirements for such transactions are met; provided,
however, that any Security presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to

25
33
the Registrar and the Trustee duly executed by the Holder thereof or by his
attorney duly authorized in writing. To permit registrations of transfer and
exchanges, the Company shall issue and the Trustee shall authenticate
Securities at the Registrar's request, subject to such rules as the Trustee may
reasonably require.

Neither the Company nor the Registrar shall be required to
register the transfer or exchange of a Security between the record date and the
next succeeding Interest Payment Date.

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

Prior to due presentment for registration of transfer of any
Security, the Trustee, any Agent and the Company may deem and treat the Person
in whose name any Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of, premium, if any, and
interest on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and neither the Trustee, any Agent nor the Company
shall be affected by notice to the contrary.

SECTION 2.7. Replacement Securities.

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

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34
them may suffer if a Security is replaced. Each of the Company and the Trustee
may charge for its expenses in replacing a Security.

Every replacement Security is an additional obligation of the
Company.

SECTION 2.8. Outstanding Securities.

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

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

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

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

SECTION 2.9. Treasury Securities.

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

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35
SECTION 2.10. Temporary Securities.

Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee, upon receipt of the written order of the
Company signed by two Officers of the Company, shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form of
definitive Securities but may have variations that the Company and the Trustee
consider appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee, upon receipt of the written order of the
Company signed by two Officers of the Company, shall authenticate definitive
securities in exchange for temporary Securities. Until such exchange,
temporary Securities shall be entitled to the same rights, benefits and
privileges as definitive Securities.

SECTION 2.11. Cancellation.

The Company at any time may deliver Securities to the Trustee
for cancellation. The Registrar and Paying Agent shall forward to the Trustee
any Securities surrendered to them or registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall return
such cancelled Securities to the Company. The Company may not issue new
Securities to replace Securities 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
Securities, it shall pay the defaulted interest in any lawful manner plus, to
the extent lawful, interest payable on the defaulted interest, to the Persons
who are Holders on a subsequent special record date, which date shall be at the
earliest practicable date but in all events at least five Business Days prior
to the related payment date, in each case at the rate provided in the
Securities and in Section 4.1 hereof. The Company shall, with the consent of
the Trustee, fix or cause to be fixed each such special record date and payment
date. At least 15 days before the special record date, the Company (or the
Trustee, in the name of and at the ex-

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36
pense of the Company) shall mail to Holders a notice that states the special
record date, the related payment date and the amount of such interest to be
paid.

SECTION 2.13. Record Date.

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

SECTION 2.14. CUSIP Number.

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

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

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

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

The Senior Asset Sale Offer shall remain open for at least 20
Business Days after the Commencement Date relating to such Senior Asset Sale
Offer and shall remain open for no more than such 20 Business Days, except to

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37
the extent required by applicable law (as so extended, the "Offer Period"). No
later than one Business Day after the termination of the Offer Period (the
"Purchase Date"), the Company shall purchase the principal amount (the "Offer
Amount") of Securities required to be purchased in such Senior Asset Sale Offer
pursuant to Section 4.10 hereof or, if less than the Offer Amount has been
tendered, all Securities tendered in response to the Senior Asset Sale Offer,
in each case for an amount in cash equal to the Purchase Price.

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

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

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

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

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

(4) that, unless the Company defaults in the payment of
the Purchase Price, any Security accepted for payment
pursuant to the

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38
Senior Asset Sale Offer shall cease to accrue
interest after the Purchase Date;

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

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

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

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

(9) the circumstances and relevant facts regarding such
Asset Sale and any other information that would be
material to a de-

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cision as to whether to tender a Security pursuant
to the Senior Asset Sale Offer.

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

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

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ARTICLE 3
REDEMPTION

SECTION 3.1. Right of Redemption.

Redemption of Securities, as permitted by any provision of
this Indenture, shall be made in accordance with such provision and this
Article 3. The Company will not have the right to redeem any Securities prior
to _______ __, 2000. On or after __________, 2000, the Company will have the
right to redeem all or any part of the Securities at the Redemption Prices
specified in the form of Security attached as Exhibit A set forth therein under
the caption "Optional Redemption," in each case (subject to the right of
Holders of record on a Record Date to receive interest due on an Interest
Payment Date that is on or prior to such Redemption Date, and subject to the
provisions set forth in Section 3.5) including accrued and unpaid interest to
the Redemption Date.

SECTION 3.2. Notices to Trustee.

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

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

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

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SECTION 3.3. Selection of Securities to be Redeemed.

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

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

SECTION 3.4. Notice of Redemption.

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

(1) the Redemption Date;

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

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

(4) that Securities called for redemption
must be surrendered to the Paying Agent at

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the address specified in such notice to collect the Redemption Price;

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

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

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

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

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

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SECTION 3.5. Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section
3.4, Securities called for redemption become due and payable on the Redemption
Date and at the Redemption Price, including accrued and unpaid interest to the
Redemption Date. Upon surrender to the Trustee or Paying Agent, such
Securities called for redemption shall be paid at the Redemption Price,
including interest, if any, accrued and unpaid to the Redemption Date; provided
that if the Redemption Date is after a regular Record Date and on or prior to
the Interest Payment Date to which such Record Date relates, the accrued
interest shall be payable to the Holder of the redeemed Securities registered
on the relevant Record Date; and provided further that if a Redemption Date is
a non-Business Day, payment shall be made on the next succeeding Business Day
and no interest shall accrue for the period from such Redemption Date to such
succeeding Business Day.

SECTION 3.6. Deposit of Redemption Price.

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

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

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Redemption Date until such payment is made on the unpaid principal, and, to the
extent lawful, on any interest not paid on such unpaid principal, in each case
at the rate and in the manner provided in Section 4.1 hereof and the Security.

SECTION 3.7. Securities Redeemed in Part.

Upon surrender of a Security that is to be redeemed in part,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder, without service charge to the Holder, a new Security or Securities
equal in principal amount to the unredeemed portion of the Security
surrendered.

ARTICLE 4
COVENANTS

SECTION 4.1. Payment of Securities.

The Company shall pay or cause to be paid the principal of,
premium, if any, and interest on the Securities on the dates and in the manner
provided in this Indenture and the Securities. Principal, premium, if any, and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or a Subsidiary of the Company, holds as of 10:00 a.m. 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. Such Paying Agent shall return to the Company, no later
than five days following the date of payment, any money (including accrued
interest) that exceeds such amount of principal, premium, if any, and interest
to be paid on the Securities.

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

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SECTION 4.2. Maintenance of Office or Agency.

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

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

The Company hereby designates Chemical Bank, Corporate Trust
Department, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 as one such office
or agency of the Company in accordance with Section 2.3 hereof.

SECTION 4.3. Reports.

(a) Whether or not the Company is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
deliver to the Trustee, within 15 days after it files or would have been
required to file such with the Commission, annual and quarterly financial
statements substantially equivalent to financial statements that would have
been included in a report filed with the Commission on Forms 10-Q and 10-K, if
the Company were subject to the requirements of Section 13 or

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46
15(d) of the Exchange Act, including, with respect to annual information only,
a report thereon by the Company's certified independent public accountants as
such would be required in such reports to the Commission, and, in each case,
together with "Management's Discussion" and Analysis of Financial Condition and
Results of Operations which would be so required. In addition, whether or not
required by the rules and regulations of the Commission, the Company will file
a copy of all such information and reports with the Commission for public
availability (unless the Commission will not accept such a filing) and will
make such information available to securities analysts and prospective
investors upon request. All obligors on the Securities shall comply with the
provisions of TIA Section 314(a).

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

SECTION 4.4. Compliance Certificate; Notice of Default.

(a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate complying with
Section 3.4(a)(4) of the TIA and stating that a review of the activities of the
Company and its Subsidiaries during the preceding fiscal year has been made
under the supervision of the signing Officers with a view to determining
whether each has kept, observed, performed and fulfilled its obligations under
this Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge each entity has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have

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knowledge and what action each is taking or proposes to take with respect
thereto, all without regard to periods of grace or notice requirements, and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Securities is prohibited or if such event has
occurred, a description of the event and what action each is taking or proposes
to take with respect thereto. The Officers' Certificate shall also notify the
Trustee should the relevant fiscal year end on any date other than the current
fiscal year end date.

(b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.3 above shall be
accompanied by a written statement of the Company's certified independent
public accountants (who shall be a firm of established national reputation)
that in making the examination necessary for certification of such financial
statements nothing has come to their attention which would lead them to believe
that the Company or any Subsidiary of the Company has violated any provisions
of Article 4 or of Article 5 of this Indenture or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

(c) The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware
of (a) any Default or Event of Default or (b) any event of default under any
other mortgage, indenture or instrument referred to in Section 6.1(vi) hereof,
an Officers' Certificate specifying such Default, Event of Default or event of
default and what action the Company is taking or proposes to take with respect
thereto. The Trustee shall not be deemed to have knowledge of any Default or
any event of Default unless one of its Trust Officers receives written notice
thereof from the company or any of the Holders.

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SECTION 4.5. Taxes.

The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except (i) as contested in good faith by appropriate
proceedings and with respect to which appropriate reserves have been taken in
accordance with GAAP or (ii) where the failure to effect such payment is not
adverse in any material respect to the Holders.

SECTION 4.6. Stay, Extension and Usury Laws.

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

SECTION 4.7. Limitations on Restricted Payments.

The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or
make any distribution on account of the Equity Interests of the Company or any
of its Subsidiaries (other than (x) dividends or distributions payable in
Qualified Equity Interests of the Company, (y) dividends or distributions
payable to the Company or any Subsidiary of the Company, and (z) dividends or
distributions by any Subsidiary of the Company payable to all holders of a
class of Equity Interests of such Subsidiary on a pro rata basis); (ii)
purchase, redeem or otherwise acquire or retire for value any Equity Interests
of the Company or any of its Subsidiaries; (iii) make any principal payment on,
or purchase, redeem, defease or otherwise acquire or retire for value any
Subordinated Indebtedness, except at the original final maturity date thereof;
or (iv) make any Restricted In-

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vestment (all such payments and other actions set forth in clauses (i) through
(iv) above being collectively referred to as "Restricted Payments"), unless, at
the time of and after giving effect to such Restricted Payment (the amount of
any such Restricted Payment, if other than cash or Cash Equivalent, shall be
the fair market value (as conclusively evidenced by a resolution of the Board
of Directors set forth in an Officers' Certificate delivered to the Trustee
within 60 days prior to the date of such Restricted Payment) of the asset(s)
proposed to be transferred by the Company or such Subsidiary, as the case may
be, pursuant to such Restricted Payment):

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

(b) the Company would, at the time of such Restricted Payment
and after giving pro forma effect thereto as if such
Restricted Payment had been made at the beginning of the
Reference Period immediately preceding the date of such
Restricted Payment, have been permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed
Charge Coverage Ratio test set forth in the first
paragraph of Section 4.9 hereof; and

(c) such Restricted Payment, together with the aggregate of
all other Restricted Payments made by the Company and its
Subsidiaries after _______ ___, 1995 (excluding
Restricted Payments permitted by clauses (ii), (iii),
(iv) and (vi) of the next succeeding paragraph), is less
than the sum (without duplication) of (1) 50% of the
Consolidated Net Income of the Company for the period
(taken as one accounting period) from the beginning of
the first fiscal quarter commencing after _________ ___,
1995 to the end of the Company's most recently ended
fiscal quarter for which internal financial statements
are available at the time of such Restricted Payment (or,
if such Con-

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50
solidated Net Income for such period is a deficit, less
100% of such deficit), plus (2) 100% of the aggregate net
cash proceeds received by the Company from the issue or
sale (other than to a Subsidiary of the Company) since
_______ ___, 1995 of Qualified Equity Interests of the
Company or of debt securities of the Company or any of
its Subsidiaries that have been converted into or
exchanged for such Qualified Equity Interests of the
Company, plus (3) to the extent that any Restricted
Investment that was made after the date of the Indenture
is sold for cash or otherwise liquidated or repaid for
cash, the lesser of (A) the cash return of capital with
respect to such Restricted Investment (net of taxes and
the cost of disposition, if any) or (B) the initial
amount of such Restricted Investment, plus (iv) $20.0
million.

The foregoing provisions shall not prohibit the following
Restricted Payments:

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

(ii) the redemption, repurchase, retirement or other
acquisition of any Equity Interests of the Company or any
Subsidiary in exchange for, or out of the net cash
proceeds of, the substantially concurrent sale (other
than to a Subsidiary of the Company) of Qualified Equity
Interests of the Company; provided that the amount of any
such net cash proceeds that are utilized for any such
redemption, repurchase, retirement or other acquisition
shall be excluded from clause (c)(2) of the preceding
paragraph;

(iii) the defeasance, redemption or repurchase of Subordinated
Indebtedness with the net

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cash proceeds from an incurrence of Permitted Refinancing
Indebtedness or in exchange for or out of the net cash
proceeds from the substantially concurrent sale (other
than to a Subsidiary of the Company) of Qualified Equity
Interests of the Company; provided that the amount of any
such net cash proceeds that are utilized for any such
redemption, repurchase, retirement or other acquisition
shall be excluded from clause (c)(2) of the preceding
paragraph;

(iv) any purchase or defeasance of Subordinated Indebtedness
to the extent required upon a change of control or asset
sale (as defined therein) by the indenture or other
agreement or instrument pursuant to which such
Subordinated Indebtedness was issued, but only if the
Company (i) in the case of a Change of Control, has
complied with its obligations under the provisions
described under Section 4.13 of this Indenture or (ii) in
the case of an Asset Sale, has applied the Net Proceeds
from such Asset Sale in accordance with the provisions
under Sections 2.15 and 4.10 of this Indenture;

(v) any Restricted Payment permitted in accordance with the
provisions of the second paragraph of Section 4.10 of
this Indenture; and

(vi) a pro rata dividend or other distribution by the Company
to its stockholders of all or a portion of the common
stock of PCA in connection with the Spinoff Transaction;

provided, however, in the case of each of clauses (ii), (iii), (iv), (v) and
(vi) of the paragraph, no Default or Event of Default shall have occurred or be
continuing at the time of such Restricted Payment or would occur as a
consequence thereof.

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Not later than the date of making any Restricted Payment, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this covenant were computed.

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

The Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, create or otherwise cause or suffer to exist or
become effective any consensual Transfer Restriction, except for such Transfer
Restrictions existing under or by reason of:

(a) Existing Indebtedness as in effect on the date hereof,

(b) this Indenture,

(d) any instrument governing Indebtedness or Capital
Stock of a Person acquired by the Company or any of
its Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation
of such acquisition or in violation of Section 4.9
hereof), which encumbrance or restriction is not
applicable to any Person, or the properties or assets
of any Person, other than the Person, or the property
or assets of the Person, so acquired, provided that
the Consolidated Cash Flow of such Person shall not
be taken into account in determining whether such
acquisition was permitted by the terms hereof except
to the extent that such Consolidated Cash Flow would
be permitted to be dividends to the Company without
the prior consent or approval of any third party,

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53
(e) customary non-assignment provisions in leases entered
into in the ordinary course of business,

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

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

(h) the Credit Agreement and related documentation as the
same is in effect on the date hereof and as amended
or replaced from time to time, provided that no such
amendment or replacement is more restrictive as to
Transfer Restrictions than the Credit Agreement and
related documentation as in effect on the date
hereof.

Nothing contained in this Section 4.8 shall prevent the
Company or any subsidiary of the Company from creating, incurring, assuming or
suffering to exist any Permitted Liens.

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

The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") after the date hereof any
Indebtedness (including Acquired Debt) and the Company will not permit any of
its Subsidiaries to issue any shares of preferred stock; provided, however,
that the Company and its Subsidiaries may incur Indebtedness (including
Acquired Debt) if the Fixed Charge Coverage

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Ratio for the Reference Period immediately preceding the date on which such
additional Indebtedness is incurred would have been at least 2.5 to 1, in each
case determined on a pro forma basis (including a pro forma application of the
net proceeds therefrom), as if the additional Indebtedness had been incurred at
the beginning of such Reference Period. Indebtedness consisting of
reimbursement obligations in respect of a letter of credit shall be deemed to
be incurred when the letter of credit is first issued.

The foregoing provisions shall not apply to:

(a) the incurrence by the Company or the Subsidiaries of
Senior Revolving Debt pursuant to the Credit Agreement in
an aggregate principal amount at any time outstanding
(with letters of credit being deemed to have a principal
amount equal to the maximum potential reimbursement
obligation of the Company or any Subsidiary with respect
thereto) not to exceed an amount equal to $150.0 million
less the aggregate amount of all Net Proceeds of Asset
Sales applied to permanently reduce the commitments with
respect to such Indebtedness pursuant to Sections 2.15
and 4.10 hereof after ________ ___, 1995;

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

(c) the incurrence by the Company or any of its Subsidiaries
of Permitted Refinancing Indebtedness in exchange for, or
the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund, Indebtedness that was
permitted by this Indenture to be incurred (including,
without limitation, Existing Indebtedness);

(d) the incurrence by the Company or any of the Subsidiaries
of intercompany Indebtedness between or among the Company
and

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any of its Subsidiaries; provided that in the case of
such Indebtedness of Company, such obligations shall be
unsecured;

(e) the incurrence by the Company or any of its Subsidiaries
of Hedging Obligations that are incurred for the purpose
of fixing or hedging interest rate or currency risk with
respect to any fixed or floating rate Indebtedness that
is permitted by the terms hereof to be outstanding or any
receivable or liability the payment of which is
determined by reference to a foreign currency; provided
that the notional principal amount of any such Hedging
Obligation does not exceed the principal amount of the
Indebtedness or the amount of such receivable or
liability to which such Hedging Obligation relates;

(f) the incurrence by the Company or any of its Subsidiaries
of Indebtedness represented by perfor- xxxxx xxxxx,
warranty or contractual service obligations, standby
letters of credit or appeal bonds, in each case to the
extent incurred in the ordinary course of business of the
Company or such Subsidiary; and

(g) the incurrence by the Company or any of its Subsidiaries
of Indebtedness (in addition to Indebt- edness permitted
by any other clause of this paragraph) in an aggregate
principal amount at any time outstanding not to exceed
$100.0 million.

For purposes of determining any particular amount of
Indebtedness under this covenant, guarantees, liens or obligations with respect
to letters of credit supporting Indebtedness otherwise included in the
determination of such particular amount shall not be included. For purposes of
determining compliance with this covenant, (i) in the event that an item of
Indebtedness meets the criteria of more than one of the types of Indebtedness
permitted by the first paragraph above of this covenant, the Company shall
classify such item of Indebtedness and only be required to include the amount
and

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56
type of such Indebtedness in one of the categories of permitted Indebtedness
described above and (ii) the outstanding principal amount on any date of any
Indebtedness issued with original issue discount is the face amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness on such date.

SECTION 4.10. Asset Sales.

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

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icate delivered to the Trustee) of all Non-Cash Consideration (measured at the
time received and without giving effect to any subsequent changes in value)
received by Xxxxxxx or any of its Subsidiaries since the date hereof in all
Non- Qualified Asset Sales does not exceed 6% of Beverly's Stockholders' Equity
as of the date of such consummation. Notwithstanding the foregoing, to the
extent the Company or any of its Subsidiaries receives Non-Cash Consideration
as proceeds of an Asset Sale, such Non-Cash Consideration shall be deemed to be
Net Proceeds for purposes of (and shall be applied in accordance with) the
following provisions when the Company or such Subsidiary receives cash or Cash
Equivalents from a sale, repayment, exchange, redemption or retirement of or
extraordinary dividend or return of capital on such Non-Cash Consideration.

The provisions of clauses (i) and (ii) of the immediately
preceding paragraph shall not apply to the Spinoff Transaction if, after giving
pro forma effect to such transaction, including the application by the Company
of the net proceeds, if any, of any such transaction, as if it had occurred at
the beginning of the Reference Period immediately preceding the date on which
such transaction occurs, (i) the Company would have been permitted to incur at
least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
Ratio test set forth in the first paragraph of Section 4.9 of this Indenture,
(ii) the Company's Fixed Charge Coverage Ratio would not be reduced by % or
more from the Company's actual Fixed Charge Coverage Ratio for such Reference
Period, (iii) the Company's Debt to Consolidated Cash Flow Ratio as of the date
such transaction occurs would not be increased by % or more from the
Company's actual Debt to Consolidated Cash Flow Ratio as of such date and (iv)
no Default or Event of Default would exist. If the Spinoff Transaction
(including the Company's proposed application of the net proceeds thereof, if
any) satisfies the requirements of the immediately preceding sentence, the
Company shall be entitled to (i) distribute all or a portion of the capital
stock of PCA to the stockholders of the Company and (ii) use up to $ million
of the Net Proceeds of such transaction to make Restricted Payments or for any
other purpose not prohibited by the Indenture; provided that (x) any Net
Proceeds in excess of $ million shall be applied in accordance with the
following provisions and (y) all Non-Cash Con-

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sideration received by the Company or any Subsidiary of the Company as a result
of or in connection with the Spinoff Transaction will be deemed to be Net
Proceeds for purposes of (and shall be applied in accordance with) the
following provisions when the Company or such Subsidiary receives cash or Cash
Equivalents from a sale, repayment, exchange, redemption or retirement of or
extraordinary dividend or return of capital on such Non-Cash Consideration.

Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company or such Subsidiary may apply such Net Proceeds (i) to
purchase one or more Nursing Facilities or Related Businesses and/or a
controlling interest in the Capital Stock of a Person owning one or more
Nursing Facilities and/or one or more Related Businesses, (ii) to make a
capital expenditure or to acquire other tangible assets, in each case, that are
used or useful in any business in which the Company is permitted to be engaged
pursuant to Section 4.15 hereof, (iii) to perma- nently reduce Indebtedness
(other than subordinated Indebtedness) of the company or its Subsidiaries, or
(iv) to permanently reduce Senior Revolving Debt (and to correspondingly reduce
commitments with respect thereto, except that up to an aggregate of $20.0
million of Net Proceeds from Asset Sales may be applied after the date hereof
to reduce Senior Revolving Debt without a corresponding reduction in
commitments with respect thereto). Pending the final application of any such
Net Proceeds, the Company may temporarily reduce Senior Revolving Debt or
otherwise invest such Net Proceeds in any manner that is not prohibited by the
terms hereof. Any Net Proceeds from Asset Sales that are not so invested or
applied shall be deemed to constitute "Excess Proceeds." When the aggregate
amount of Excess Proceeds exceeds $25.0 million, the Company shall make an
offer to all Holders of Securities and holders of any other Indebtedness of the
Company ranking on a parity with the Securities from time to time outstanding
with similar provisions requiring the Company to make an offer to purchase or
to redeem such Indebtedness with proceeds from any asset sales, pro rata in
proportion to the respective principal amounts of the Securities and such other
Indebtedness then outstanding (a "Senior Asset Sale Offer") to purchase the
maximum principal amount of Securities and such other Indebtedness that may be
purchased out of the Excess Proceeds, at an offer price in

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cash equal to 100% of the principal amount thereof plus accrued and unpaid
interest thereon, if any, to the date of purchase (the "Purchase Price"), in
accordance with the procedures set forth in Section 2.15 hereof. To the extent
that the aggregate amount of Securities and such other Indebtedness tendered
pursuant to a Senior Asset Sale Offer is less than the Excess Proceeds, the
Company may use any remaining Excess Proceeds for general corporate purposes
not prohibited at the time by the provisions of this Indenture. If the
aggregate principal amount of Securities and such other Indebtedness
surrendered by holders thereof exceeds the amount of Excess Proceeds, the
Securities and such other Indebtedness shall be purchased on a pro rata basis.
Upon completion of a Senior Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.

SECTION 4.11. Limitations on Transactions With Affiliates.

The Company shall not, and shall not permit any of its
Subsidiaries to, sell, lease, transfer or otherwise dispose of any of their
properties or assets to, or purchase any property or assets from, or enter into
or make any contract, agreement, understanding, loan, advance or Guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an
"Affiliate Transaction") unless (i) such Affiliate Transaction is on terms that
are no less favorable to the Company or the relevant Subsidiary than those that
could have been obtained in a comparable transaction by the Company or such
Subsidiary with an unrelated Person and (ii) the Company delivers to the
Trustee (a) with respect to any Affiliate Transaction involving aggregate
consideration in excess of $5.0 million, a resolution of the Board of Directors
set forth in an Officers' Certificate certifying that such Affiliate
Transaction complies with clause (i) above and that such Affiliate Transaction
was approved by a majority of the disinterested members of the Board of
Directors and (b) with respect to any Affiliate Transaction involving all
aggregate consideration in excess of $10.0 million, an opinion as to the
fairness of such Affiliate Transaction to the Company or such Subsidiary from a
financial point of view issued by an investment banking firm of national
standing; provided that (x) transactions or payments pursuant to any employment
arrangements, director or office indemnification agreements or employee or
director

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benefit plans entered into by the Company or any of its Subsidiaries in the
ordinary course of business of the Company or such Subsidiary, (y) transactions
between or among the Company and/or its Subsidiaries and (z) Restricted
Payments permitted under Section 4.7 hereof, in each case, shall not be deemed
to be Affiliate Transactions.

SECTION 4.12. Limitations on Liens.

The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or suffer to
exist any Lien (except Permitted Liens) on any asset now owned or hereafter
acquired, or any income or profits therefrom or assign or convey any right to
receive income therefrom unless all payments due hereunder and under the
Securities are secured on an equal and ratable basis with the Obligations so
secured until such time as such Obligations are no longer secured by a Lien.

SECTION 4.13. Change of Control.

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

Within 30 days following any Change of Control Triggering
Event, the Company shall mail, or at the Company's request, the Trustee shall
mail, a notice of a Change of Control to each Holder (at its last registered
address with a copy to the Trustee and the Paying Agent) offering to repurchase
the Securities held by such Holder pursuant to the procedures specified in such
notice. The Change of Control Offer shall remain open from the time of mailing
until the close of business on the Business Day next preceding the Change of
Control Payment Date. The notice, which shall govern the terms of the Change
of

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Control Offer, shall contain all instructions and materials necessary to enable
the Holders to tender Securities pursuant to the Change of Control Offer and
shall state:

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

(2) the Change of Control Payment and the Change of Control
Payment Date, which date shall be no ear- lier than 30
days nor later than 60 days from the date such notice is
mailed;

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

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

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

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

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chase, and a statement that such Holder is withdrawing
his election to have such Security purchased;

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

(8) the circumstances and relevant facts regarding such
Change of Control (including, but not limited to,
information with respect to pro forma historical
financial information after giving effect to such Change
of Control, information regarding the Person or Persons
acquiring control and such Person's or Persons' business
plans going forward) and any other information that would
be material to a decision as to whether to tender a
Security pursuant to the Change of Control Offer.

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

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

SECTION 4.14. Corporate Existence.

Subject to Section 4.13 and Article 5 hereof, the Company
shall do or cause to be done all things necessary to preserve and keep in full
force and effect (i) its corporate existence, and the corporate, partnership or
other existence of each of its Subsidiaries, in accordance with the respective
organizational documents (as the same may be amended from time to time) of each
Subsidiary and (ii) the rights (charter and statutory), licenses and franchises
of the Company and its Subsidiaries; provided, however, that the Company shall
not be required to preserve any such right, license or franchise, or the
corporate, partnership or other existence of any of its Subsidiaries, if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and its Subsidiaries,
taken as a whole, and that the loss thereof is not adverse in any material
respect to the Holders.

SECTION 4.15. Line of Business.

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

ARTICLE 5
SUCCESSORS

SECTION 5.1. Limitations on Mergers, Consolidations or Sales
of Assets.

The Company may not consolidate or merge with or into (whether
or not the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its

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properties or assets in one or more related transactions, to another
corporation, Person or entity unless:

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

(ii) the 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, lease, conveyance or
other disposition shall have been made assumes all
the Obligations of the Company under this
Indenture and the Securities pursuant to a
supplemental indenture in a form reasonably
satisfactory to the Trustee;

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

(iv) the Company or the entity or Person formed by or
surviving any such consolidation or merger (if
other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other
disposition shall have been made (A) shall have
Consolidated Net Worth immediately after the
transaction equal to or greater than the
Consolidated Net Worth of the Company immediately
preceding the transaction and (B) shall, at the
time of such transaction had occurred at the
beginning of the Reference Period, be permitted to
incur at least $1.00 of additional Indebtedness
pursuant to the Fixed Charge Coverage Ratio test
set forth in the first paragraph of Section 4.9
hereof.

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The Company shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to the
foregoing effect and an Opinion of Counsel, covering clauses (i) through (iv)
above, stating that the proposed transaction and such supplemental indenture
comply with this Indenture. The Trustee shall be entitled to conclusively rely
upon such Officers' Certificate and Opinion of Counsel.

SECTION 5.2. Successor Corporation Substituted.

Upon any consolidation or merger or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.1 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, assignment, transfer,
lease, conveyance or other disposition, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor corporation),
and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person has been named as the Company,
herein.

ARTICLE 6
DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default.

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

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

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

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

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

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

(vi) any default that occurs under any mortgage,
indenture or instrument under which there may be
issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by
the Company or any of its Significant
Subsidiaries (or the payment of which is
guaranteed by the Company or any of its
Significant Subsidiaries), whether such
Indebtedness or guarantee exists on the date
hereof or is created after the date hereof,
which default (a) constitutes a Payment Default
or (b) results in the acceleration of such
Indebtedness prior to its express maturity and,
in each case, the principal amount of any such
Indebtedness, together with the principal amount
of any other such Indebtedness under which there
has been a Payment Default or that has been so
accelerated, aggregates $20.0 million or more;

(vii) failure by the Company or any of its Significant
Subsidiaries to pay a final judgment or final
judgments aggregating in excess of $20.0
million, which judgments are not paid,
discharged or staged for a period of 60 days.

(viii) if any Guarantee shall cease, for any reason not
permitted by this Indenture, to be in full force
and effect or any

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Guarantor, or any person acting on behalf of any
Guarantor, shall deny or disaffirm its
obligations under its Guarantee;

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

(a) commences a voluntary case,

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

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

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

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

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

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

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remains unstayed and in effect for 60 days.

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

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

SECTION 6.2. Acceleration.

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

If an Event of Default occurs under this Indenture prior to
the maturity of the Securities by reason of any willful action (or inaction)
taken (or not taken) by or on behalf of the Company with the intention of
avoiding the prohibition on redemption of such Securities prior to the date of
maturity, then a premium with respect thereto (expressed as a percentage of the
amount

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that would otherwise be due but for the provisions of this sentence) shall
become and be immediately due and payable to the extent permitted by law upon
the acceleration of such Securities if such Event of Default occurs during the
twelve- month period beginning on _______ __ of the years set forth below:

Year Percentage
---- ----------

1995 . . . . . . . . . . . . . . . . . . . . . . %
1996 . . . . . . . . . . . . . . . . . . . . . . %
1997 . . . . . . . . . . . . . . . . . . . . . . %
1998 . . . . . . . . . . . . . . . . . . . . . . %
1999 . . . . . . . . . . . . . . . . . . . . . . %
2000 . . . . . . . . . . . . . . . . . . . . . . %
2001 . . . . . . . . . . . . . . . . . . . . . . %
2002 . . . . . . . . . . . . . . . . . . . . . . %

Any determination regarding the primary purpose of any such
action or inaction, as the case may be, shall be made by and set forth in a
resolution of the Board of Directors (including the concurrence of a majority
of the independent directors of the Company then serving) delivered to the
Trustee after consideration of the business reasons for such action or
inaction, other than the avoidance of payment of such premium or prohibition on
redemption. In the absence of fraud, each such determination shall be final
and binding upon the Holders of Securities. Subject to Section 7.1 hereof, the
Trustee shall be entitled to rely on the determination set forth in any such
resolutions delivered to the Trustee.

SECTION 6.3. Other Remedies.

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

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

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acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law.

SECTION 6.4. Waiver of Past Defaults.

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

SECTION 6.5. Control by Majority.

Holders of the Securities may not enforce this Indenture or
the Securities except as provided in this Indenture. Subject to certain
limitations, Holders of a majority in principal amount of the then outstanding
Securities may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders or that may involve the Trustee in
personal liability. The Trustee may take any other action which it deems
proper which is not inconsistent with any such direction.

SECTION 6.6. Limitation on Suits.

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

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

(ii) the Holders of at least 25% in principal amount
of the then outstanding Securi-

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ties make a written request to the Trustee to
pursue the remedy;

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

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

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

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

SECTION 6.7. Rights of Holders to Receive Payment.

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

SECTION 6.8. Collection Suit by Trustee.

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

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collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.9. Trustee May File Proofs of Claim.

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

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SECTION 6.10. Priorities.

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

First: to the Trustee, its agents and attorneys for amounts
due under Section 7.7, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

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

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

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

SECTION 6.11. Undertaking for Costs.

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

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ARTICLE 7
TRUSTEE

SECTION 7.1. Duties of Trustee.

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

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

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

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

(iii) The Trustee may not be relieved from liabilities
for its own negligent ac-

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tion, its own negligent failure to act, or its
own willful misconduct, except that:

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

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

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

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

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

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

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(vii) The Trustee shall not be deemed to have knowledge
of any matter unless such matter is actually
known to a Responsible Officer.

SECTION 7.2. Rights of Trustee.

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

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

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

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

(v) Unless otherwise specifically provided in this
Indenture, any demand, request, direction or
notice from the Company

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shall be sufficient if signed by an Officer of
the Company.

SECTION 7.3. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company or
any Affiliate of the Company with the same rights it would have if it were not
Trustee. Any Agent may do the same with like rights. However, the Trustee is
subject to Sections 7.10 and 7.11 hereof.

SECTION 7.4. Trustee's Disclaimer.

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

SECTION 7.5. Notice of Defaults.

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

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

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SECTION 7.6. Reports by Trustee to Holders.

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

A copy of each report at the time of its mailing to the
Holders shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Securities are listed. The Company shall promptly
notify the Trustee when the Securities are listed on any stock exchange.

SECTION 7.7. Compensation and Indemnity.

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

The Company shall indemnify the Trustee against any and all
losses, liabilities, damages, claims or expenses incurred by it arising out of
or in connection with the acceptance of its duties and the administration of
the trusts under this Indenture, except as set forth below. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company
of its obligations hereunder. The Company shall defend the claim and the
Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of

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such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

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

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

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

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

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

SECTION 7.8. Replacement of Trustee.

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

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

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

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

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

(4) the Trustee becomes incapable of acting.

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

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

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

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

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Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to
this Section 7.8, the Company's obligations under Section 7.7 hereof shall
continue for the benefit of the retiring Trustee.

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

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

SECTION 7.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America or of any state thereof authorized under such laws to exercise
corporate trustee power, shall be subject to supervision or examination by
federal or state authority and shall have a combined capital and surplus of at
least $100 million as set forth in its most recent published annual report of
condition.

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

SECTION 7.11. Preferential Collection of Claims Against
Company.

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

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ARTICLE 8
DISCHARGE OF INDENTURE

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

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

SECTION 8.2. Legal Defeasance and Discharge.

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

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in, the Guarantee of each Guarantor shall be fully released and discharged and
the Trustee shall promptly execute and deliver to the Company any documents
reasonably requested by the Company to evidence or effect the foregoing.
Subject to compliance with this Article 8, the Company may exercise its option
under this Section 8.2 notwithstanding the prior exercise of its option under
Section 8.3 hereof with respect to the Securities.

SECTION 8.3. Covenant Defeasance.

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

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SECTION 8.4. Conditions to Legal or Covenant Defeasance.

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

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

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with respect to the Securities. The Paying Agent
shall promptly advise the Trustee in writing of
any cash or Securities deposited pursuant to this
Section 8.4.

(ii) In the case of an election under Section 8.2
hereof, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United
States confirming that (a) the Company has
received from, or there has been published by,
the Internal Revenue Service a ruling or (b)
since the date hereof, there has been a change in
the applicable federal income tax law, in either
case to the effect that, and based thereon such
Opinion of Counsel shall confirm that, the
Holders of the outstanding Securities will not
recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance
and will be subject to federal income tax on the
same amounts, in the same manner and at the same
times as would have been the case if such Legal
Defeasance had not occurred.

(iii) In the case of an election under Section 8.3
hereof, the Company shall have delivered to the
Trustee an Opinion of Counsel in the United
States confirming that the Holders of the
outstanding Securities will not recognize income,
gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be
subject to federal income tax on the same
amounts, in the same manner and at the same times
as would have been the case if such Covenant
Defeasance had not occurred.

(iv) No Default or Event of Default with respect to
the Securities shall have occurred and be
continuing on the date of such deposit (other
than a Default or Event of Default resulting from
the

86
borrowing of funds to be applied to such deposit)
or, insofar as Section 6.1(ix) or 6.1(x) hereof
is concerned, at any time in the period ending on
the 91st day after the date of such deposit (it
being understood that this condition shall not be
deemed satisfied until the expiration of such
period, but in the case of Covenant Defeasance,
the covenants which are defeased under Section
8.3 hereof will cease to be in effect unless an
Event of Default under Section 6.1(ix) or Section
6.1(x) hereof occurs during such period).

(v) Such Legal Defeasance or Covenant Defeasance
shall not result in a breach or violation of, or
constitute a default under any material agreement
or instrument (other than this Inden- ture) to
which the Company or any of its Subsidiaries is a
party or by which the Company or any of its
Subsidiaries is bound (other than a breach,
violation or default resulting from the borrowing
of funds to be applied to such deposit).

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

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

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

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

Subject to Section 8.6 hereof, all cash and U.S. Government
Obligations (including the proceeds thereof) deposited with the Paying Agent
(or other qualifying trustee, collectively for purposes of this Section 8.5,
the "Paying Agent") pursuant to Section 8.4 hereof in respect of the
outstanding Securities shall be held in trust and applied by the Paying Agent,
in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Securities of all sums due and to become due thereon in respect of principal,
premium, if any, and interest, but such money need not be segregated from other
funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or U.S.
Government Obligations deposited pursuant to Section 8.4 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Securities.

Anything in this Article 8 to the contrary notwithstanding,
the Trustee or the Paying Agent, as applicable shall deliver or pay to the
Company from time to time upon the Company's request any cash or U.S.
Government Obligations held by it as provided in Section 8.4 hereof which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a

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written certification thereof delivered to the Trustee (which may be the
opinion delivered under Section 8.4(i) hereof), are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.

SECTION 8.6. Repayment to Company.

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

SECTION 8.7. Reinstatement.

If the Trustee or Paying Agent is unable to apply any cash or
U.S. Government Obligations in accordance with Section 8.2 or 8.3 hereof, as
the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as
the Trustee or Paying Agent is permitted to apply all such money in accordance
with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if
the Company makes any payment of prin-

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cipal of, premium, if any, or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Security to receive such payment from the cash and U.S.
Government Obligations held by the Trustee or Paying Agent.

ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.1. Without Consent of Holders.

The Company and the Trustee may amend or supplement this
Indenture or the Securities without the consent of any Holder:

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

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

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

(iv) to provide for the assumption of any Guarantor's
obligations to the Holders of the Securities in
the case of a merger consultation or sale of
assets pursuant to Section 10.04 hereof;

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

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

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

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

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

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

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

SECTION 9.2. With Consent of Holders.

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

Upon the request of the Company, accompanied by a resolution
of its Board of Directors authorizing the execution of any such supplemental
indenture, and upon

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the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 9.6 hereof, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

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

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

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

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

(iv) waive a Default or Event of Default in the
payment of principal of, or premium, if any, or
interest, on the Securities (except a rescission
of acceleration of the Securities by the Holders
of at

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least a majority an aggregate principal amount
thereof and a waiver of the payment default that
resulted from such acceleration);

(v) make any Security payable in money other than
that stated in the Securities;

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

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

(viii) except for the termination or release of any
Guarantee pursuant to the terms of this
Indentures, the release of the Guarantor from its
obligations under its Guarantee, or any change in
a Guarantee that would adversely affect the
Holders.

SECTION 9.3. Compliance With TIA.

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

SECTION 9.4. Revocation and Effect of Consents.

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

The Company may, but shall not be obligated to, fix a record
date for determining which Holders must consent to such amendment or waiver.
If the Company fixes a record date, the record date shall be fixed at

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(i) the later of 30 days prior to the first solicitation of such consent or the
date of the most recent list of Holders furnished to the Trustee prior to such
solicitation pursuant to Section 2.5 hereof or (ii) such other date as the
Company shall designate.

SECTION 9.5. Notation on or Exchange of Securities.

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

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

SECTION 9.6. Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment or supplemental indenture
authorized pursuant to this Article 9 if the amendment does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it
does, the Trustee may, but need not, sign it. In signing or refusing to sign
such amendment or supplemental indenture, the Trustee shall be entitled to
receive and, subject to Section 7.1, shall be fully protected in relying upon,
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
such amendment or Supplemental Indenture is authorized or permitted by this
Indenture, that it is not inconsistent herewith, and that it shall be valid and
binding upon the Company in accordance with its terms. The Company may not
sign an amendment or supplemental indenture until the Board of Directors
approves it.

ARTICLE 10
GUARANTEE

SECTION 10.1. Guarantee.

In consideration of good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, each of the Guarantors
hereby irrevocably and

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unconditionally guarantees (the "Guarantee"), jointly and severally, on a
senior basis, to each Holder of a Security authenticated and delivered by the
Trustee and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Securities or the
obligations of the Company under this Indenture or the Securities, that: (i)
the principal and premium (if any) of and interest on the Securities will be
paid in full when due, whether at the Maturity Date or Interest Payment Date,
by acceleration, call for redemption or otherwise, (ii) the purchase price for
all Securities properly and timely tendered for acceptance in response to a
Change of Control Offer or a Senior Asset Sale Offer will be timely, or
otherwise in accordance with the provisions of this Indenture, paid in full;
(iii) all other obligations of the Company to the Holders or the Trustee under
this Indenture or the Securities will be promptly paid in full or performed,
all in accordance with the terms of this Indenture and the Securities; and (iv)
in case of any extension of time of payment or renewal of any Securities or any
of such other obligations, they will be paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at the Maturity
Date, as so extended, by acceleration, call for redemption, upon a Change of
Control Offer, upon a Senior Asset Sale Offer or otherwise. Failing payment
when due of any amount so guaranteed for whatever reason, each Guarantor shall
be jointly and severally obligated to pay the same before failure so to pay
becomes an Event of Default. If the Company or a Guarantor defaults in the
payment of the principal of, premium, if any, or interest on, the Securi- ties
when and as the same shall become due, whether upon maturity, acceleration,
call for redemption, upon a Change of Control Offer, Asset Sale Offer or
otherwise, without the necessity of action by the Trustee or any Holder, each
Guarantor shall be required, jointly and severally, to promptly make such
payment in full.

Each Guarantor hereby agrees that its obligations with regard
to this Guarantee shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or this Indenture, the absence
of any action to enforce the same, any delays in obtaining or realizing upon or
failures to obtain or realize upon collateral, the recovery of any judgment
against the Company, any action to enforce the same or any other

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circumstances that might otherwise constitute a legal or equitable discharge or
defense of a Guarantor (except as provided in Sections 10.4 and 10.5). Each
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company or right to require
the prior disposition of the assets of the Company to meet its obligations,
protest, notice and all demands whatsoever and covenants that this Guarantee
will not be discharged (except to the extent released pursuant to Sections 10.4
or 10.5) except by complete performance of the obligations contained in the
Securities and this Indenture.

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

Each Guarantor and by its acceptance of a Security issued
hereunder each Holder hereby confirms that it is the intention of all such
parties that the guarantee by such Guarantor set forth in the first paragraph
of this Section 10.1 not constitute a fraudulent transfer or conveyance for
purpose of any Bankruptcy Law, the Uniform

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Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
Federal or state law. To effectuate the foregoing intention, the Holders and
such Guarantor hereby irrevocably agree that the obligations of such Guarantor
under its Guarantee set forth in the first paragraph of this Section 10.1 shall
be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Guarantor and after giving effect to
any collections from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under its Guarantee or
pursuant to the following paragraph of this Section 10.1, result in the
obligations of such Guarantor under such Guarantee not constituting such a
fraudulent transfer or conveyance.

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

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

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any, required by this paragraph shall be determined in accordance with
applicable law.

SECTION 10.2. Execution and Delivery of Guarantee.

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

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

SECTION 10.3. Future Subsidiary Guarantors.

Upon (i) the acquisition by the Company or Guarantor of the
Capital Stock of any Person, if, as a result of such acquisition, such Person
becomes a Subsidiary or (ii) the last day of any fiscal quarter during which
any Subsidiary of the Company that is not a Guarantor as of such date and has
not previously been released as a Guarantor pursuant to Section 10.4 or Section
10.5 of this Indenture becomes a Subsidiary, such Subsidiary (hereinafter any
such Subsidiary, except any Excluded Guarantee Subsidiary (as defined below),
being called a "Future Subsidiary Guarantor") shall unconditionally guarantee
the obligations of the Company with respect to payment and performance of the
Securities and the other obligations of the Company under this Indenture to the
same extent that such obligations are guaranteed by the other Guarantors
pursuant to Section 10.1; and, within 60 days of the date of such occurrence,
such Future Subsidiary Guarantor shall execute and deliver to the Trustee a
supplemental indenture making such Future Subsidiary Guarantor a party to this
Indenture; provided, however, that the foregoing provisions shall not apply to
(A) any

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Subsidiary referenced in clause (i) or clause (ii) above that is prohibited by
law or by the terms of any agreement from making the guarantee set forth in
Section 10.1 (an "Excluded Guarantee Subsidiary") (provided that such
Subsidiary will become a Future Subsidiary Guarantor as of the date such
prohibition is removed or lapses), or (B) a Subsidiary which would have been
released from its guarantee, by virtue of events set forth in Section 10.5, had
such Subsidiary been a Guarantor at the time such events occurred, or (C) a
Subsidiary of any Person which has been released as a Guarantor pursuant to
Section 10.5.

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

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

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

Except as provided in the first paragraph of Section 10.4 or
Section 10.5, each Guarantor shall not, directly or indirectly, consolidate
with or merge with or into another Person, unless (i) either (a) the Guarantor
is the continuing entity or (b) the resulting or surviving entity is
corporation organized under the laws of the United States, any state thereof or
the District of Columbia and expressly assumes by supplemental indenture all of
the obligations of the Guarantor in connection with the Securities and this
Indenture; (ii) no Default

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or Event of Default would occur as a consequence of (after giving effect, on a
pro forma basis, to) such transaction; and (iii) the Guarantor has delivered to
the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation or merger and if a supplemental indenture is required,
such supplemental indenture comply with this Indenture and that all conditions
precedent herein relating to such transaction have been satisfied.

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

SECTION 10.5. Release of Guarantors.

Without any further notice or action being required by any
Person, any Guarantor, and each Subsidiary of such Guarantor that is also a
Guarantor, shall be fully and conditionally released and discharged from all
obligations under its Guarantee and this Indenture upon the sale or
disposition (whether by merger, stock purchase, asset sale or otherwise) of a
Guarantor (or all of its assets), to an entity which is not a Subsidiary of the
Company, which transaction is otherwise in compliance with this Indenture, such
Guarantor shall be deemed released from its obligations under its Guarantee of
the Securities; provided, however, that any such termination shall occur only
to the extent that all obligations of such Guarantor under all of its
guarantees of, and under all of its pledges of assets or other security
interests which secure any Indebtedness of the Company shall also terminate
upon such release, sale or transfer. Notwithstanding the foregoing, if upon
consummation of the Spinoff Transaction, PCA ceases to satisfy the conditions
necessary to be a subsidiary of the company under the definition of
"Subsidiary," PCA shall be deemed released from its Guarantee of the
Securities.

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

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

SECTION 10.6. Certain Bankruptcy Events.

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

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ARTICLE 11
MISCELLANEOUS

SECTION 11.1. TIA Controls.

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

SECTION 11.2. Notices.

Any notice or communication to the Company or any Guarantor or
the Trustee is duly given if in writing and delivered in person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, addressed
as follows:

If to the Company or to any Guarantor:

Xxxxxxx Enterprises, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx 00-X
Xxxx Xxxxx, Xxxxxxxx 00000-0000
Telecopier Number: (501) [ - ]
Attention: [Xxxxxxxx Xxxxxxxxxxxxx, Xx.]

With a copy to:

Xxxxxx & Xxxxxxx
000 Xxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier No.: (000) 000-0000
Attention: Xxxx Xxxxx

If to the Trustee:

Chemical Bank
Corporate Agency Department
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier No.: (212) [ - ]
Attention:

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The Company 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.

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

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

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

SECTION 11.3. Communication by Holders With Other Holders.

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

SECTION 11.4. Certificate and Opinion as to Conditions
Precedent.

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

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(1) an Officers' Certificate (which shall include the
statements set forth in Section 11.5 hereof)
stating that, in the opinion of the signers, all
conditions precedent and covenants, if any,
provided for in this Indenture relating to the
proposed action have been satisfied; and

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

SECTION 11.5. Statements Required in Certificate or Opinion.

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

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

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

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

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

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SECTION 11.6. Rules by Trustee and Agents.

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

SECTION 11.7. Legal Holidays.

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

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

No director, officer, employee, incorporator or shareholder of
the Company, as such, shall have any liability for any obligations of the
Company under the Securities, the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder
of the Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance
of the Securities. Such waiver may not be effective to waive liabilities under
the federal securities laws and it is the view of the Commission that such a
waiver is against public policy.

SECTION 11.9. Duplicate Originals.

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

SECTION 11.10. Governing Law.

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

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SECTION 11.11. No Adverse Interpretation of Other Agreements.

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

SECTION 11.12. Successors.

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

SECTION 11.13. Severability.

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

SECTION 11.14. Counterpart Originals.

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

SECTION 11.15. Table of Contents, Headings, etc.

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

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SIGNATURES

Dated as of __________________ XXXXXXX ENTERPRISES, INC.

By: ______________________________

Name:
Title:

Attest:

______________________________ (SEAL)

Dated as of __________________ CHEMICAL BANK,

as Trustee

By: ______________________________

Name:
Title:

Attest:

______________________________ (SEAL)

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[SIGNATURES OF THE GUARANTORS]

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EXHIBIT A

(Face of Security)

____ % Senior Note
Due __________ ___, 2005

CUSIP:
No. $___________

XXXXXXX ENTERPRISES, INC. promises to pay to ________________
______________ or its registered assigns, the principal sum of _____________
Dollars on _________ ___, 2005.

Interest Payment Dates: ________ ___ and ________ ___,
commencing ___________ ___, 1996

Record Dates: ___________ ___ and ___________ ___
(whether or not a Business Day).

XXXXXXX ENTERPRISES, INC.

By:_____________________________

Dated: _____________, ____

(SEAL)

Trustee's Certificate of Authentication:

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

CHEMICAL BANK, as Trustee

By:_____________________________
Authorized Signatory

A-1
109
(Back of Security)

____% SENIOR NOTE
Due __________ ___, 2005

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

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

The Company shall pay interest in cash on the principal amount
of this Security at the rate per annum of ______%. The Company shall pay
interest semi-annually in arrears on _________ ___ and ________ ___ of each
year, commencing ___________ ___, _____ to Holders of record on the immediately
preceding __________ ___ and __________ ___, respectively, or if any such date
of payment is not a Business Day on the next succeeding Business Day (each an
"Interest Payment Date").

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

2. Method of Payment. The Company shall pay interest on the
Securities (except defaulted interest) to the Persons who are registered
Holders of Securities at the close of business on the record date next
preceding the Interest Payment Date, even if such Securities are cancelled
after such record date and on or before such Interest Payment Date. The Holder
hereof must surrender this Security to a Paying Agent to collect principal
payments. The Company shall pay principal and interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts.

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Principal, premium, if any, and interest shall be payable at the office or
agency of the Company maintained for such purpose within the City and State of
New York or, at the option of the Company, payment of interest may be made by
check mailed to the Holder's registered address. Notwithstanding the
foregoing, all payments with respect to Securities, the Holders of which have
given wire transfer instructions to the Paying Agent on or before the relevant
record date, shall be made by wire transfer of immediately available funds to
the accounts specified by such Holders.

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

4. Indenture. The Company issued the Securities under an
Indenture, dated as of ________ __, 1995 (the "Indenture"), by and among the
Company, the Guarantors named therein and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb) (the "TIA") as in effect on the date of the
Indenture. The Securities are subject to all such terms, and Holders are
referred to the Indenture and such act for a statement of such terms. The
terms of the Indenture shall govern any inconsistencies between the Indenture
and the Securities. The Securities are unsecured senior obligations of the
Company. The Securities are limited to $150,000,000 in aggregate principal
amount.

5. Optional Redemption. The Securities may be redeemed, in
whole or in part, at any time on or after ________ __, 2000, at the option of
the Company, at the Redemption Price (expressed as a percentage of principal
amount) set forth below with respect to the indicated Redemption Date, in each
case (subject to the right of Holders of record on a Record Date that is on or
prior to such Redemption Date to receive interest due on the Interest Payment
Date to which such Record Date relates), plus any accrued but unpaid interest
to the Redemption

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Date. The Securities may not be so redeemed prior to _________ __, 2000.

If redeemed during
the 12-month period
commencing Redemption Price
------------------- ----------------

2000 %
2001 %
2002 %
2003 and %
thereafter 100%

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

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

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

(ii) If the Company or a Subsidiary consummates an Asset
Sale, within 365 days after the receipt of any Net Proceeds from such Asset
Sale, the Company may apply such Net Proceeds (a) to purchase one or more
Nursing Facilities or Related Businesses and/or a controlling interest in the
Capital Stock of a Person owning one or more Nursing Facilities and/or one or
more Related Businesses, (b) to make a capital expenditure or to acquire other
tangible assets, in each case, that are used or useful in any business in which
the Company is

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permitted to be engaged pursuant to Section 4.15 of the Indenture, (c) to
permanently reduce Indebtedness (other than Subordinated Indebtedness) of the
Company or its Subsidiaries, or (d) to permanently reduce Senior Revolving Debt
(and to correspondingly reduce commitments with respect thereto, except that up
to an aggregate of $20.0 million of Net Proceeds from Asset Sales may be
applied after the date of the Indenture to reduce Senior Revolving Debt without
a corresponding reduction in commitments with respect thereto). Pending the
final application of any such Net Proceeds, the Company may temporarily reduce
Senior Revolving Debt or otherwise invest such Net Proceeds in any manner that
is not prohibited by the Indenture. Any Net Proceeds from any Asset Sale that
are not so invested or applied shall be deemed to constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company
shall make an offer to all Holders of Securities and holders of any other
Indebtedness of the Company ranking on a parity with the Securities from time
to time outstanding with similar provisions requiring the Company to make an
offer to purchase or to redeem such Indebtedness with the proceeds from any
asset sales, pro rata in proportion to the respective principal amounts of the
Securities and such other Indebtedness then outstanding (a "Senior Asset Sale
Offer") to purchase the maximum principal amount of Securities and such other
Indebtedness that may be purchased out of the Excess Proceeds, at an offer
price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest thereon, if any, to the date of purchase, in
accordance with the terms of the Indenture. To the extent that the aggregate
amount of Securities and such other Indebtedness tendered pursuant to a Senior
Asset Sale Offer is less than the Excess Proceeds, the Company may use any
remaining Excess Proceeds for general corporate purposes not prohibited at the
time under the Indenture. If the aggregate principal amount of Securities and
such other Indebtedness surrendered by holders pursuant to a Senior Asset Sale
Offer exceeds the amount of Excess Proceeds, the Securities and such other
Indebtedness shall be purchased on a pro rata basis. Holders that are the
subject of an offer to purchase shall receive a Senior Asset Sale Offer from
the Company prior to any related purchase date and may elect to have such
Securities purchased by completing the form entitled "Option of Holder to Elect
Purchase" appearing below.

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8. Denominations, Transfer, Exchange. The Securities are in
registered form without coupons, and in denominations of $1,000 and integral
multiples of $1,000. The transfer of Securities may be registered and
Securities may be exchanged as provided in the Indenture. The Registrar and
the Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture. The Registrar need not exchange or register
the transfer of any Securities between a record date and the next succeeding
Interest Payment Date.

9. Persons Deemed Owners. Prior to due presentment to the
Trustee for registration of the transfer of this Security, the Trustee, any
Agent and the Company may deem and treat the Person in whose name this Security
is registered as its absolute owner for the purpose of receiving payment of
principal of, premium, if any, and interest on this Security and for all other
purposes whatsoever, whether or not this Security is overdue, and neither the
Trustee, any Agent nor the Company shall be affected by notice to the contrary.
The registered Holder of a Security shall be treated as its owner for all
purposes.

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

Without the consent of each Holder affected, an amendment or
waiver may not (with respect to any Security held by a non-consenting Holder of
Securities): (i) reduce the principal amount of Securities whose Holders must
consent to an amendment, supplement or waiver, (ii) reduce the principal of or
change the fixed maturity of any Security, (iii) reduce the rate of or change
the time

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for payment of interest on any Security, (iv) waive a Default or Event of
Default in the payment of principal of, or premium, if any, or interest on the
Securities, (except a rescission of acceleration of the Securities by the
Holders of at least a majority in aggregate principal amount thereof and a
waiver of the payment default that resulted from such acceleration), (v) make
an Security payable in money other than that stated in the Securities, (vi)
make any change in the provisions of the Indenture relating to waivers of past
Defaults or the rights of Holders of Securities to receive payments of
principal of, or premium, if any, or interest on the Securities, (vii) make any
change in the foregoing amendment and waiver provisions or (viii) except for
the termination or release or any Guarantee pursuant to the terms of the
Indenture, the release of any Guarantor from its obligations under its
Guarantee that would adversely affect the Holders.

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

11. Defaults and Remedies. Events of Default under the
Indenture include: (i) a default for 30 days in the payment when due of
interest on the Securities; (ii) a default in payment when due of the principal
of, or

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premium, if any, on the Securities, at maturity or otherwise; (iii) a failure
by the Company or any Guarantor to comply with the provisions described under
the covenants "Change of Control" or "Asset Sales"; (iv) a failure by the
Company or any Guarantor for 30 days after notice to comply with the provisions
under the covenants "Limitations on Restricted Payments," or "Limitations on
Incurrence of Indebtedness and Issuance of Preferred Stock"; (v) a failure by
the Company or any Guarantor for 60 days after notice to comply with any of its
other agreements in the Indenture or the Securities; (vi) any default that
occurs under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Significant Subsidiaries (or the payment
of which is guaranteed by the Company or any of its Significant Subsidiaries)
whether such Indebtedness or guarantee exists on the date of the Indenture, or
is created after the date of the Indenture, which default (a) constitutes a
Payment Default or (b) results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or that has been so accelerated,
aggregates $20.0 million or more; (vii) failure by the Company or any of its
Significant Subsidiaries to pay a final judgment or final judgments aggregating
in excess of $20.0 million entered by a court or courts or competent
jurisdiction against the Company or any of its Significant Subsidiaries if such
final judgment or judgments remain unpaid or undischarged for a period (during
which execution shall not be effectively stayed) of 60 days after their entry;
(viii) if any Guarantee shall cease, for any reason not permitted by the
Indenture, to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations
under its Guarantee; and (ix) certain events of bankruptcy or insolvency with
respect to the Company or any of its Significant Subsidiaries. If any Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Securities by written notice
to the Company and the Trustee, may declare all the Securities to be due and
payable immediately (plus, in the case of an Event of Default that is the
result of willful actions (or inac-

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tions) by or on behalf of the Company intended to avoid prohibitions on
redemptions of the Securities contained in the Indenture or the Securities, an
amount of premium applicable pursuant to the Indenture). Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, all outstanding
Securities shall become due and payable without further action or notice.
Holders of the Securities may not enforce the Indenture or the Securities
except as provided in the Indenture. Subject to certain limitations, Holders
of a majority in aggregate principal amount of the then outstanding Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Securities notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal or interest) if it determines that withholding notice is in such
Holders' interest.

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

The above description of Events of Default and remedies is
qualified by reference, and subject in its entirety, to the more complete
Description thereof contained in the Indenture.

12. Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Subsidiaries to incur
additional indebtedness and issue preferred stock, pay dividends or make other
distributions, repurchase Equity Interests or subordinated indebtedness, create
certain liens, enter into certain transactions with affiliates, sell assets of
the Company

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or its Subsidiaries, issue or sell Equity Interests of the Company's
Subsidiaries and enter into certain mergers and consolidations.

13. Notation of Guarantee. As set forth more fully in the
Indenture, the Persons constituting Guarantors from time to time, in accordance
with the provisions of the Indenture, unconditionally and jointly and severally
guarantee, on a senior basis, in accordance with Section 10.1 of the Indenture,
to the Holder and to the Trustee and its successors and assigns, that (i) the
principal of, premium, if any, and interest on the Security will be paid in
full when due, whether at the Maturity Date or Interest Payment Date, by
acceleration, call for redemption or otherwise; (ii) the purchase price for all
Securities properly and timely tendered for acceptance in response to a Change
of Control Offer or a Senior Asset Sale Offer will be timely, or otherwise in
accordance with the provisions of the Indenture, paid in full; (iii) all other
obligations of the Company to the Holders or the Trustee under the Indenture of
this Security will be promptly paid in full or performed, all in accordance
with the terms of the Indenture and this Security; and (iv) in the case of any
extension of time of payment or renewal of this Security or any of such other
obligations, they will be paid in full when due or performed in accordance with
the terms of such extension or renewal, whether at the Maturity Date, as so
extended, by acceleration, call for redemption, upon a Change of Control Offer,
upon a Senior Asset Sale Offer or otherwise. Such guarantees shall cease to
apply, and shall be null and void, with respect to any Guarantor who, pursuant
to Article 10 of the Indenture, is released from its Guarantees, or whose
Guarantees otherwise cease to be applicable pursuant to the terms of the
Indenture.

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

15. No Personal Liability of Directors, Officers, Employees
and Stockholders. No director, officer, employee, incorporator or stockholder
of the Company, as such, shall have any liability for any obligations of the

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Company under the Securities, the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for the issuance of the Securities. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the Commission that such a waiver is against public
policy.

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

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

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

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

Xxxxxxx Enterprises, Inc.
0000 Xxxxxx Xxxxxx
Xxxxx 00-X
Xxxx Xxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxxxx Xxxxxxxxxxxxx, Xx.

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ASSIGNMENT FORM

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

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

________________________________________________________________________________

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

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

________________________________________________________________________________

Date:_____________________________

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

Signature Guarantee*

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

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OPTION OF HOLDER TO ELECT PURCHASE

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

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

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

$_________________________________

Date:_____________________________

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

Signature Guarantee*

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

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EXHIBIT B

FORM OF SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of ________________, among _______________ (the "Guarantor"), a subsidiary of
Xxxxxxx Enterprises, Inc. (or its successor), a Delaware corporation (the
"Company"), and [NAME OF TRUSTEE], as trustee under the indenture referred to
below (the "Trustee").

W I T N E S E T H

WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of _______ __, 1995, providing
for the issuance of an aggregate principal amount of $150,000,000 of ______%
Senior Notes due 2005 (the "Securities");

WHEREAS, Section 10.3 of the Indenture provides that under
certain circumstances the Guarantor is required to execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guarantor shall
guarantee the payment of the Securities pursuant to a Guarantee on the terms
and conditions set forth therein and herein; and

WHEREAS, pursuant to Section 9.1 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 Guarantor and the Trustee mutually covenant and agree for the equal and
ratable benefit of the holders of the Securities 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 Guarantor hereby unconditionally
guarantees to each Holder of a Security authenticated and delivered by the
Trustee and

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to the Trustee and its successors and assigns, irrespective of the validity and
enforceability of the Indenture, the Securities or the obligations of the
Company hereunder and thereunder, that: (i) the principal of, premium, if any,
and interest on the Securities will be promptly paid in full when due, whether
at the Maturity Date or Interest Payment Date, by acceleration, call for
redemption or otherwise; (ii) the purchase price for all Securities properly
and timely tendered for acceptance in response to a Change of Control Offer or
a Senior Asset Sale Offer will be timely, or otherwise in accordance with the
provisions of the Indenture or hereof, paid in full; (iii) all other
obligations of the Company to the Holders or the Trustee under the Indenture,
the Securities or hereunder will be promptly paid in full or performed, all in
accordance with the terms hereof and thereof; and (iv) in case of any extension
of time of payment or renewal of any Securities or any of such other
obligations, they will be paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at the Maturity Date, as so
extended, by acceleration, call for redemption, upon a Change of Control Offer,
upon a Senior Asset Sale Offer or otherwise. Failing payment when due of any
amount so guaranteed for whatever reason, the Guarantor shall be obligated to
pay before failure so to pay becomes an Event of Default. An Event of Default
under the Indenture or the Securities shall constitute an event of default
under this Guarantee, and shall entitle the Holders of Securities to accelerate
the obligations of the Guarantor hereunder in the same manner and to the same
extent as the obligations of the Company. The Guarantor hereby agrees that its
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Securities or the Indenture, the absence of
any action to enforce the same, any delays in obtaining or realizing upon or
failures to obtain or realize upon collateral, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of
the Guarantor (except as provided in Sections 10.4 and 10.5 of the Indenture).
The Guarantor hereby waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company or right to require
the prior disposition of

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the assets of the Company to meet its obligations, protest, notice and all
demands whatsoever and covenants that this Guarantee will not be discharged
(except to the extent released pursuant to Sections 10.4 or 10.5 of the
Indenture) except by complete performance of the obligations contained in the
Securities and the Indenture. If any Holder or the Trustee is required by any
court or otherwise to return to the Company, the Guarantor, or any Custodian,
trustee, or similar official acting in relation to either the Company or the
Guarantor, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect (except to the extent released pursuant to Sections 10.4 or
10.5 of the Indenture). The Guarantor agrees that it shall not be entitled to
any right of subrogation in relation to the Holders in respect of the
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. The Guarantor further agrees that, as between the
Guarantor, on 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 Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration as to the Company 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 Guarantor for the purpose of this
Guarantee.

3. Execution and Delivery of Guarantee. To evidence its Guarantee
set forth in Section 2, the Guarantor hereby agrees that a notation of such
Guarantee substantially in the form of Exhibit A shall be endorsed by an
officer of such Guarantor on each Security authenticated and delivered by the
Trustee and that this Supplemental Indenture shall be executed on behalf of
such Guarantor, by manual or facsimile signature, by its President or one of
its Vice Presidents.

The Guarantor hereby agrees that its Guarantee set forth in
Section 2 shall remain in full force and effect notwithstanding any failure to
endorse on each Security a notation of such Guarantee.

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

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

4. Guarantors May Consolidate, etc. on Certain Terms.

(a) Nothing contained in this Supplemental Indenture or in
the Securities shall prevent any consolidation or merger of the Guarantor with
or into the Company or any other Guarantor or shall prevent any sale or
conveyance of the assets of the Guarantor (whether or not constituting all or
substantially all of the assets of the Guarantor) to any Person; provided that
the Company shall comply with the provisions of Sections 2.15 and 4.10 of the
Indenture; and provided further that, in the event that all or substantially
all of the assets of the Guarantor are sold or conveyed, the Guarantees of such
Guarantor shall be released and shall no longer have any force and effect.

(b) Except as provided in Section 4(a) hereof or in a
transaction referred to in Section 5 hereof, the Guarantor shall not, directly
or indirectly, consolidate with or merge with or into another Person unless (1)
either (x) the Guarantor shall be the continuing entity or (y) the resulting
surviving entity is a corporation organized under the laws of the United
States, any state thereof or the District of Columbia and expressly assumes all
the obligations of the Guarantor under this Guarantee in connection with the
Securities and the Indenture pursuant to a supplemental indenture substantially
in the form hereof; (2) after giving effect, on a pro forma basis, to such
transaction, no Default or Event of Default shall have occurred; and (3) the
Guarantor has delivered to the Trustee an Officers' Certificate and Opinion of
Counsel, each stating that this Supplemental Indenture and such consolidation
or merger complies with the Indenture, and that all condi-

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tions precedent in the Indenture relating to such transaction have been
satisfied.

Upon any consolidation or merger of the Guarantor in accordance
with this Section 4(b) hereof, the successor corporation shall succeed to and
be substituted for, and may exercise every right and power of, the Guarantor
with the same effect as if it had been named herein as a Guarantor, and when a
successor corporation duly assumes all of the obligations of the Guarantor
pursuant to the Indenture and the Securities, the Guarantor shall be released
from such obligations. Such successor corporation thereupon may cause to be
signed any or all of the Guarantees to be endorsed upon all of the Securities
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee. All Guarantees so issued shall in all respects
have the same legal rank and benefit under the Indenture as the Guarantees
theretofore and thereafter issued in accordance with the terms of the Indenture
as though all of such Guarantees had been issued at the date of the execution
hereof.

5. Release of Guarantors. Without any further notice or action
being required by any Person, the Guarantor, and each Subsidiary of the
Guarantor that is also a Guarantor, shall be fully and conditionally released
and discharged from all obligations under its Guarantee and the Indenture upon
the sale or disposition (whether by merger, stock purchase, asset sale or
otherwise) of the Guarantor (or all of its assets), to an entity which is not a
Subsidiary of the Company, which transaction is otherwise in compliance with
the Indenture, such Guarantor shall be deemed released from its obligations
under its Guarantee of the Securities; provided, however, that any such
termination shall occur only to the extent that all obligations of the
Guarantor under all of its guarantees of, and under all of its pledges of
assets or other security interests which secure any Indebtedness of the Company
shall also terminate upon such release, sale or transfer; and provided further
that in the event of an Asset Sale, such Asset Sale is effected, and the Net
Proceeds therefrom are applied, in accordance with Sections 2.15 and 4.10 of
the Indenture. The releases and discharges set forth in the first paragraph of
this Section 5 shall be effective on the date of consummation thereof. At the
written request of the Company, the Trustee shall promptly execute and deliver
appropriate

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instruments in forms reasonably acceptable to the Company evidencing and
further implementing any releases and discharges pursuant to the foregoing
provisions.

Nothing herein shall relieve the Company from its obligations to
apply the proceeds of any Asset Sale as provided in Sections 2.15 and 4.10 of
the Indenture. Any Guarantor whose Guarantee would otherwise be released
pursuant to the provisions of this Section 5 may elect, by written notice to
the Trustee, to maintain such Guarantee in effect notwithstanding the event or
events that otherwise would cause the release of such Guarantee (which election
to maintain such Guarantee in effect may be conditional or for a limited period
of time), and (ii) any Subsidiary of the Company which is not a Guarantor may
elect, by written notice to the Trustee, to become a Guarantor (which election
may be conditional or for a limited period of time).

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

7. Limitation on Guarantor Liability. For purposes hereof, the
Guarantor's liability will be that amount from time to time equal to the
aggregate liability of the Guarantor hereunder, but shall be limited to the
lesser of (i) the aggregate amount of the obligations of the Company under the
Securities and the Indenture and (ii) the amount, if any, which would not have
(A) rendered the Guarantor "insolvent" (as such term is defined in the federal
Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or
(B) left it with unreasonably small capital at the time its Guarantee of the
Securities was entered into, after giving effect to the incurrence of existing
Indebtedness immediately prior to such time; provided that it shall be a
presumption in any lawsuit or other proceeding in which the Guarantor is a
party that the amount guaranteed pursuant

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to its Guarantee is the amount set forth in clause (i) above unless any
creditor, or representative of creditors of the Guarantor, or debtor in
possession or trustee in bankruptcy of the Guarantor, otherwise proves in such
a lawsuit that the aggregate liability of the Guarantor is limited to the
amount set forth in clause (ii). In making any determination as to the
solvency or sufficiency of capital of the Guarantor in accordance with the
previous sentence, the right of the Guarantor to contribution from other
Subsidiaries of the Company that have executed and delivered a supplemental
indenture substantially in the form hereof and any other rights the Guarantor
may have, contractual or otherwise, shall be taken into account.

8. "Trustee" to Include Paying Agent. In case at any time any
Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting under the Indenture, the term "Trustee" as used in his
Supplemental Indenture shall in each case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within
its meaning as fully and for all intents and purposes as if such Paying Agent
were named in this Supplemental Indenture in place of the Trustee.

9. No Personal Liability of Directors, Officers, Employees and
Stockholders. No director, officer, employee, incorporator or stockholder of
the Guarantor, as such, shall have any liability for any obligations of the
Company or the Guarantor under the Securities, any 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 Securities
by accepting a Security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Securities. Such
waiver may not be effective to waive liabilities under the federal securities
laws and it is the view of the Commission that such a waiver is against public
policy.

10. New York Law to Govern. The internal law of the State of
New York shall govern and be used to construe this Supplemental Indenture.

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11. 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.

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

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:____________________ __, ____

[GUARANTOR]

By:________________________________
Name:___________________________
Title:__________________________

[NAME OF TRUSTEE],
as Trustee

By:________________________________
Name:___________________________
Title:__________________________

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EXHIBIT A TO SUPPLEMENTAL INDENTURE

GUARANTEE

The Guarantor hereby unconditionally guarantees to each Holder of
a Security authenticated and delivered by the Trustee and to the Trustee and
its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Securities or the obligations of the Company hereunder and
thereunder, that: (i) the principal of, premium, if any, and interest on the
Securities will be promptly paid in full when due, whether at the Maturity Date
or Interest Payment Date, by acceleration, call for redemption or otherwise;
(ii) the purchase price for all Securities properly and timely tendered for
acceptance in response to a Change of Control Offer or a Senior Asset Sale
Offer will be timely, or otherwise in accordance with the provisions of the
Indenture or hereof, paid in full; (iii) all other obligations of the Company
to the Holders or the Trustee under the Indenture, the Securities or hereunder
will be promptly paid in full or performed, all in accordance with the terms
hereof and thereof; and (iv) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, they will be paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at the Maturity Date, as so extended, by acceleration, call
for redemption, upon a Change of Control Offer, upon a Senior Asset Sale Offer
or otherwise. Failing payment when due of any amount so guaranteed for
whatever reason, the Guarantor shall be obligated to pay before failure so to
pay becomes an Event of Default.

The obligations of the Guarantor to the Holders of Securities and
to the Trustee pursuant to this Guarantee and the Indenture are expressly set
forth in a Supplemental Indenture, dated as of _______________ ___, ___ to the
Indenture, and reference is hereby made to the Indenture, as supplemented, for
the precise terms of this Guarantee.

This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon the Guarantor and its respective successors
and assigns to the extent set forth in the Indenture until full and final
payment of all of the Company's obligations under the Securities and the
Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders of Securities and, in the event of any transfer or
assignment of rights by any Holder of Securities or the Trustee, the rights and
privileges

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herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof.
This a Guarantee of payment and not a guarantee of collection.

This Guarantee shall not be valid or obligatory for an purpose
until the certificate of authentication on the Security upon which this
Guarantee is noted shall have been executed by the Trustee under the Indenture
by the manual signature of one of its authorized signatories.

For purposes hereof, the Guarantor's liability will be that
amount from time to time equal to the aggregate liability of the Guarantor
hereunder, but shall be limited to the lesser of (i) the aggregate amount of
the Obligations of the Company under the Securities and the Indenture and (ii)
the amount, if any, which would not have (A) rendered the Guarantor "insolvent"
(as such term is defined in the federal Bankruptcy Law and in the Debtor and
Creditor Law of the State of New York) or (B) left it with unreasonably small
capital at the time its Guarantee of the Securities was entered into, after
giving effect to the incurrence of existing Indebtedness immediately prior to
such time; provided that it shall be a presumption in any lawsuit or other
proceeding in which the Guarantor is a party that the amount guaranteed
pursuant to its Guarantee is the amount set forth in clause (i) above unless
any creditor, or representative of creditors of the Guarantor, or debtor in
possession or trustee in bankruptcy of the Guarantor, otherwise approves in
such a lawsuit that the aggregate liability of the Guarantor is limited to the
amount set forth in clause (ii). The Indenture provides that, in making any
determination as to the solvency or sufficiency of capital of a Guarantor in
accordance with the previous sentence, the right of the Guarantor to
contribution from other Subsidiaries of the Company that have become Guarantors
and any other rights the Guarantor may have, contractual or otherwise, shall be
taken into account.

Capitalized terms used herein have the same meanings given in the
Indenture unless otherwise indicated.

[GUARANTOR]

By: _________________________________
Name:
Title:

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DRAFT ========================================================================= ======= BEVERLY ENTERPRISES, INC. % SENIOR NOTES DUE 2005

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