<PAGE>   1
                                                                     EXHIBIT 4.1

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                          IASIS HEALTHCARE CORPORATION



                                  $230,000,000


                     13% SENIOR SUBORDINATED NOTES DUE 2009


                                    INDENTURE






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

                          Dated as of October 15, 1999

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



                              THE BANK OF NEW YORK

                                     Trustee
                                 --------------




================================================================================
<PAGE>   2
                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section

<TABLE>
<CAPTION>
                                                                     Indenture Section
<S>                                                                  <C>
310(a)(1).........................................................         7.10
(a)(2) ...........................................................         7.10
(a)(3)............................................................         N.A.
(a)(4)............................................................         N.A.
(a)(5)............................................................         7.10
(b) ..............................................................         7.10
(c) ..............................................................         N.A.
311(a)............................................................         7.11
(b)...............................................................         7.11
(i)(c)............................................................         N.A.
312(a)............................................................         2.05
(b)...............................................................        13.03
(c)...............................................................        13.03
313(a)............................................................         7.06
(b)(2)............................................................         7.07
(c)...............................................................         7.06; 13.02
(d)...............................................................         7.06
314(a)............................................................         4.03; 13.02
(c)(1)............................................................        13.04
(c)(2)............................................................        13.04
(c)(3)............................................................         N.A.
(e)...............................................................         13.05
(f)...............................................................         N.A.
315(a)............................................................         7.01
(b) ..............................................................         7.05; 13.02
(A)(c)............................................................         7.01
(d)...............................................................         7.01
(e)...............................................................         6.11
316(a)(last sentence).............................................         2.09
(a)(1)(A).........................................................         6.05
(a)(1)(B).........................................................         6.04
(a)(2)............................................................         N.A.
(b) ..............................................................         6.07
(c)...............................................................         2.12
317(a)(1).........................................................         6.08
(a)(2)............................................................         6.09
(b) ..............................................................         2.04
318(a)............................................................        13.01
(b)...............................................................         N.A.
(c)...............................................................        12.01
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
<S>                                                                       <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE..................       1
   Section 1.01   DEFINITIONS.........................................       1
   Section 1.02   OTHER DEFINITIONS...................................      29
   Section 1.03   TRUST INDENTURE ACT DEFINITIONS.....................      29
   Section 1.04   RULES OF CONSTRUCTION...............................      30

ARTICLE 2 THE NOTES...................................................      30
   Section 2.01   FORM AND DATING.....................................      30
   Section 2.02   EXECUTION AND AUTHENTICATION........................      32
   Section 2.03   REGISTRAR AND PAYING AGENT..........................      32
   Section 2.04   PAYING AGENT TO HOLD MONEY IN TRUST.................      33
   Section 2.05   HOLDER LISTS........................................      33
   Section 2.06   TRANSFER AND EXCHANGE...............................      33
   Section 2.07   REPLACEMENT NOTES...................................      47
   Section 2.08   OUTSTANDING NOTES...................................      47
   Section 2.09   TREASURY NOTES......................................      48
   Section 2.10   TEMPORARY NOTES.....................................      48
   Section 2.11   CANCELLATION........................................      48
   Section 2.12   DEFAULTED INTEREST..................................      48
   Section 2.13   CUSIP NUMBERS.......................................      49

ARTICLE 3 REDEMPTION AND PREPAYMENT...................................      49
   Section 3.01   NOTICES TO TRUSTEE..................................      49
   Section 3.02   SELECTION OF NOTES TO BE REDEEMED...................      49
   Section 3.03   NOTICE OF REDEMPTION................................      50
   Section 3.04   EFFECT OF NOTICE OF REDEMPTION......................      50
   Section 3.05   DEPOSIT OF REDEMPTION PRICE.........................      51
   Section 3.06   NOTES REDEEMED IN PART..............................      51
   Section 3.07   OPTIONAL REDEMPTION.................................      51
   Section 3.08   MANDATORY REDEMPTION................................      52
</TABLE>
<PAGE>   4
<TABLE>
<CAPTION>
                                                                           PAGE
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<S>                                                                       <C>
   Section 3.09   OFFER TO PURCHASE BY APPLICATION OF EXCESS
                  PROCEEDS............................................      52

ARTICLE 4 COVENANTS...................................................      54
   Section 4.01   PAYMENT OF NOTES....................................      54
   Section 4.02   MAINTENANCE OF OFFICE OR AGENCY.....................      54
   Section 4.03   REPORTS.............................................      55
   Section 4.04   COMPLIANCE CERTIFICATE..............................      55
   Section 4.05   TAXES...............................................      56
   Section 4.06   STAY, EXTENSION AND USURY LAWS......................      56
   Section 4.07   RESTRICTED PAYMENTS.................................      57
   Section 4.08   DIVIDEND AND OTHER PAYMENT RESTRICTIONS
                  AFFECTING SUBSIDIARIES..............................      60
   Section 4.09   INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF
                  PREFERRED STOCK.....................................      61
   Section 4.10   ASSET SALES.........................................      65
   Section 4.11   TRANSACTIONS WITH AFFILIATES........................      67
   Section 4.12   LIENS...............................................      69
   Section 4.13   CORPORATE EXISTENCE.................................      70
   Section 4.14   OFFER TO REPURCHASE UPON CHANGE OF CONTROL..........      70
   Section 4.15   NO SENIOR SUBORDINATED DEBT.........................      71
   Section 4.16   ADDITIONAL SUBSIDIARY GUARANTEES....................      72
   Section 4.17   BUSINESS ACTIVITIES.................................      72
   Section 4.18   DESIGNATION OF RESTRICTED AND UNRESTRICTED
                  SUBSIDIARIES........................................      72

ARTICLE 5 SUCCESSORS..................................................      72
   Section 5.01   MERGER, CONSOLIDATION, OR SALE OF ASSETS............      72
   Section 5.02   SUCCESSOR CORPORATION SUBSTITUTED...................      73

ARTICLE 6 DEFAULTS AND REMEDIES.......................................      74
   Section 6.01   EVENTS OF DEFAULT...................................      74
   Section 6.02   ACCELERATION........................................      75
</TABLE>


                                       ii
<PAGE>   5
<TABLE>
<CAPTION>
                                                                           PAGE
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<S>                                                                       <C>
   Section 6.03   OTHER REMEDIES......................................      76
   Section 6.04   WAIVER OF PAST DEFAULTS.............................      77
   Section 6.05   CONTROL BY MAJORITY.................................      77
   Section 6.06   LIMITATION ON SUITS.................................      77
   Section 6.07   RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.......      78
   Section 6.08   COLLECTION SUIT BY TRUSTEE..........................      78
   Section 6.09   TRUSTEE MAY FILE PROOFS OF CLAIM....................      78
   Section 6.10   PRIORITIES..........................................      79
   Section 6.11   UNDERTAKING FOR COSTS...............................      79

ARTICLE 7 TRUSTEE.....................................................      79
   Section 7.01   DUTIES OF TRUSTEE...................................      79
   Section 7.02   RIGHTS OF TRUSTEE...................................      81
   Section 7.03   INDIVIDUAL RIGHTS OF TRUSTEE........................      81
   Section 7.04   TRUSTEE'S DISCLAIMER................................      82
   Section 7.05   NOTICE OF DEFAULTS..................................      82
   Section 7.06   REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES..........      82
   Section 7.07   COMPENSATION AND INDEMNITY..........................      82
   Section 7.08   REPLACEMENT OF TRUSTEE..............................      83
   Section 7.09   SUCCESSOR TRUSTEE BY MERGER, ETC....................      84
   Section 7.10   ELIGIBILITY; DISQUALIFICATION.......................      84
   Section 7.11   PREFERENTIAL COLLECTION OF CLAIMS AGAINST
                  COMPANY.............................................      85

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE....................      85
   Section 8.01   OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT
                  DEFEASANCE..........................................      85
   Section 8.02   LEGAL DEFEASANCE AND DISCHARGE......................      85
   Section 8.03   COVENANT DEFEASANCE.................................      86
   Section 8.04   CONDITIONS TO LEGAL OR COVENANT DEFEASANCE..........      86
</TABLE>


                                      iii
<PAGE>   6
<TABLE>
<CAPTION>
                                                                           PAGE
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<S>                                                                       <C>
   Section 8.05   DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE
                  HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.......      88
   Section 8.06   REPAYMENT TO COMPANY................................      88
   Section 8.07   REINSTATEMENT.......................................      89

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER............................      89
   Section 9.01   WITHOUT CONSENT OF HOLDERS OF NOTES.................      89
   Section 9.02   WITH CONSENT OF HOLDERS OF NOTES....................      90
   Section 9.03   COMPLIANCE WITH TRUST INDENTURE ACT.................      91
   Section 9.04   REVOCATION AND EFFECT OF CONSENTS...................      91
   Section 9.05   NOTATION ON OR EXCHANGE OF NOTES....................      92
   Section 9.06   TRUSTEE TO SIGN AMENDMENTS, ETC.....................      92

ARTICLE 10 SUBORDINATION..............................................      92
   Section 10.01  AGREEMENT TO SUBORDINATE............................      92
   Section 10.02  CERTAIN DEFINITIONS.................................      92
   Section 10.03  LIQUIDATION; DISSOLUTION; BANKRUPTCY................      93
   Section 10.04  DEFAULT ON DESIGNATED SENIOR DEBT...................      94
   Section 10.05  ACCELERATION OF NOTES...............................      95
   Section 10.06  WHEN DISTRIBUTION MUST BE PAID OVER.................      95
   Section 10.07  NOTICE BY COMPANY...................................      95
   Section 10.08  SUBROGATION.........................................      96
   Section 10.09  RELATIVE RIGHTS.....................................      96
   Section 10.10  SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY........      96
   Section 10.11  DISTRIBUTION OR NOTICE TO REPRESENTATIVE............      96
   Section 10.12  RIGHTS OF TRUSTEE AND PAYING AGENT..................      97
   Section 10.13  AUTHORIZATION TO EFFECT SUBORDINATION...............      97
   Section 10.14  AMENDMENTS..........................................      97


ARTICLE 11 SUBSIDIARY GUARANTEES......................................      97
   Section 11.01  SUBSIDIARY GUARANTEE................................      97
   Section 11.02  SUBORDINATION OF SUBSIDIARY GUARANTEE...............      99
</TABLE>


                                       iv
<PAGE>   7
<TABLE>
<CAPTION>
                                                                           PAGE
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<S>                                                                       <C>
   Section 11.03  LIMITATION ON GUARANTOR LIABILITY...................      99
   Section 11.04  EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE......      99
   Section 11.05  GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN
                  TERMS...............................................     100
   Section 11.06  RELEASES FOLLOWING SALE OF ASSETS...................     100

ARTICLE 12 SATISFACTION AND DISCHARGE.................................     101
   Section 12.01  SATISFACTION AND DISCHARGE OF INDENTURE.............     101
   Section 12.02  APPLICATION OF TRUST MONEY..........................     102

ARTICLE 13 MISCELLANEOUS..............................................     102
   Section 13.01  TRUST INDENTURE ACT CONTROLS........................     102
   Section 13.02  NOTICES.............................................     102
   Section 13.03  COMMUNICATION BY HOLDERS OF NOTES WITH OTHER
                  HOLDERS OF NOTES....................................     104
   Section 13.04  CERTIFICATE AND OPINION AS TO CONDITIONS
                  PRECEDENT...........................................     104
   Section 13.05  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.......     104
   Section 13.06  RULES BY TRUSTEE AND AGENTS.........................     104
   Section 13.07  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS,
                  EMPLOYEES AND SHAREHOLDERS..........................     105
   Section 13.08  GOVERNING LAW.......................................     105
   Section 13.09  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.......     105
   Section 13.10  SUCCESSORS..........................................     105
   Section 13.11  SEVERABILITY........................................     105
   Section 13.12  COUNTERPART ORIGINALS...............................     105
   Section 13.13  TABLE OF CONTENTS, HEADINGS, ETC....................     105
</TABLE>


                                       v
<PAGE>   8
EXHIBITS

Exhibit A-1    FORM OF NOTE

Exhibit A-2    FORM OF REGULATION S TEMPORARY GLOBAL NOTE

Exhibit B      FORM OF CERTIFICATE OF TRANSFER

Exhibit C      FORM OF CERTIFICATE OF EXCHANGE

Exhibit D      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                 ACCREDITED INVESTOR

Exhibit E      FORM OF NOTATION OF SUBSIDIARY GUARANTEE

Exhibit F      FORM OF SUPPLEMENTAL INDENTURE
<PAGE>   9
            INDENTURE dated as of October 15, 1999 by and among IASIS Healthcare
Corporation, a Delaware corporation (the "Company"), the Guarantors named on the
signature pages hereto and The Bank of New York, a New York banking corporation
as trustee (the "Trustee").

            The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 13% Senior Subordinated Notes due 2009 (the "Series A Notes") and the 13%
Series B Senior Subordinated Notes due 2009 (the "Series B Notes" and, together
with the Series A Notes, the "Notes").



                                   ARTICLE 1
                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 DEFINITIONS.

            "144A Global Note" means a global note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

             "Acquired Debt" means, with respect to any specified Person:

            (i) Indebtedness of any other Person existing at the time such other
Person is merged or consolidated with or into or became a Subsidiary of such
specified Person, whether or not such Indebtedness is incurred in connection
with, or in contemplation of, such other Person merging with or into, or
becoming a Subsidiary of, such specified Person; and

            (ii) Indebtedness secured by a Lien encumbering any asset acquired
by such specified Person.

            "Additional Notes" means Notes (other than the Initial Notes) issued
under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part
of the same series as the Initial Notes.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings. No Person (other than the Company or any
Subsidiary of the Company) in whom a Receivables Subsidiary makes an
<PAGE>   10
Investment in connection with a Qualified Receivables Transaction will be deemed
to be an Affiliate of the Company or any of its Subsidiaries solely by reason of
such Investment.

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

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

            "Asset Sale" means:

            (i) the sale, lease, conveyance or other disposition of any assets
or rights; provided that the sale, conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole shall be governed by the provisions of Section 4.14 hereof
and/or the provisions of Section 5.01 hereof and not by the provisions of
Section 4.10 hereof; and

            (ii) the issuance of Equity Interests by any of the Company's
Restricted Subsidiaries or the sale of Equity Interests in any of the Company's
Subsidiaries.

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

            (i) any single transaction or series of related transactions that
involves assets having a fair market value of less than the greater of (a) $1.0
million and (b) a 1% of Consolidated Cash Flow;

            (ii) a sale or  transfer  of assets  between or among the Company
and its Restricted Subsidiaries;

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

            (iv) the sale or lease of equipment, inventory, accounts receivable
or other assets in the ordinary course of business;

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

            (vi) a Restricted Payment or Permitted Investment that is permitted
by the provisions of Section 4.07 hereof;

            (vii) the sale, lease, conveyance, disposition or other transfer of
(a) the Capital Stock of or any Investment in any Unrestricted Subsidiary or (b)
Permitted Investments made pursuant to clause (xvi) of the definition thereof;

            (viii) surrender or waiver of contract rights or the settlement,
release or surrender of contract, tort or other claims of any kind;


                                       2
<PAGE>   11
            (ix) the licensing of intellectual property in the ordinary course
of business;

            (x) granting of Liens not otherwise prohibited by this Indenture;

            (xi) leases or subleases to third persons in the ordinary course of
business that do not interfere in any material respect with the business of the
Company or any of its Restricted Subsidiaries.

            (xii) sales of accounts receivable and related assets of the type
specified in the definition of Qualified Receivables Transaction to a
Receivables Subsidiary for the fair market value thereof, less amounts required
to be established as reserves and customary discounts pursuant to contractual
agreements with entities that are not Affiliates of the Company entered into as
part of a Qualified Receivables Transaction;

            (xiii) transfers of accounts receivable and related assets of the
type specified in the definition of Qualified Receivables Transaction (or a
fractional undivided interest therein) by a Receivables Subsidiary in a
Qualified Receivables Transaction; and

            (xiv) the substantially contemporaneous sale and leaseback of an
asset acquired after the date of this Indenture; provided that such sale and
leaseback occurs within 180 days after the date of the acquisition of such asset
by the Company and its Restricted Subsidiaries.

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

            "Beneficial Owner" has the meaning assigned to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. For purposes of this definition, the terms "Beneficially Owns" and
"Beneficially Owned" shall have corresponding meanings.

            "Board of Directors" means:

            (i) with respect to a corporation, the board of directors of the
corporation;

            (ii) with respect to a partnership, the Board of Directors of the
general partner of the partnership; and

            (iii) with respect to any other Person, the board or committee of
such Person serving a similar function.

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

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


                                       3
<PAGE>   12
            "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 that time be required to be capitalized on a balance sheet in
accordance with GAAP.

            "Capital Stock" means:

            (i) in the case of a corporation, corporate stock;

            (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;

            (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and

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

            "Cash Equivalents" means:

            (i) United States dollars;

            (ii) securities issued or directly and fully guaranteed or insured
by the United States government or any agency or instrumentality thereof
(provided that the full faith and credit of the United States is pledged in
support thereof) having maturities of not more than one year from the date of
acquisition;

            (iii) certificates of deposit, demand and time deposits, eurodollar
time deposits, bankers' acceptances with maturities not exceeding one year and
overnight bank deposits, in each case, with any lender party to the Credit
Agreement or with any domestic commercial bank having capital and surplus in
excess of $500.0 million;

            (iv) repurchase obligations with a term of not more than one year
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 one of the two highest ratings
obtainable from Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Rating Services ("S&P") and in each case maturing within one year after the date
of acquisition;

            (vi) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof having one of the two highest ratings obtainable from
Moody's and S&P and maturing within one year from the date of acquisition
thereof; and

            (vii) money market funds at least 95% of the assets of which
constitute Cash Equivalents of the kinds described in clauses (i) through (vi)
of this definition.


                                       4
<PAGE>   13
            "Cedelbank" means Cedelbank, a limited liability company (a societe
anonyme) organized under Luxembourg law.

            "Change of Control" means the occurrence of any of the following:

            (i) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company and its Restricted Subsidiaries taken as a whole to any "person"
(as that term is used in Section 13(d)(3) of the Exchange Act) other than to a
Principal or a Related Party of a Principal;

            (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company;

            (iii) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
"person" (as defined above), other than the Principals and their Related
Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50%
of the Voting Stock of the Company, measured by voting power rather than number
of shares; or

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

            "Company" means IASIS Healthcare Corporation, and any and all
successors thereto.

            "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

            (i) an amount equal to any extraordinary gain or loss and any net
gain or loss realized by such Person or any of its Restricted Subsidiaries in
connection with an Asset Sale, to the extent that such gains or losses were
utilized in computing such Consolidated Net Income; plus

            (ii) provision for taxes based on income or profits of such Person
and its Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net Income; plus

            (iii) consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and whether or
not capitalized (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest


                                       5
<PAGE>   14
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net of the effect of all
payments made or received pursuant to Hedging Obligations), to the extent that
any such expense was deducted in computing such Consolidated Net Income; plus

            (iv) fees, costs, charges and expenses incurred in connection with
the Paracelsus Recapitalization and the Tenet Acquisition; plus

            (v) depreciation, amortization (including amortization of goodwill
and other intangibles but excluding amortization of prepaid cash expenses that
were paid in a prior period) and other non-cash expenses and items (excluding
any such non-cash expense to the extent that it represents an accrual of or
reserve for cash expenses in any future period or amortization of a prepaid cash
expense that was paid in a prior period) of such Person and its Restricted
Subsidiaries for such period to the extent that such depreciation, amortization
and other non-cash expenses and items were deducted in computing such
Consolidated Net Income; minus

            (vi) non-cash items increasing such Consolidated Net Income for such
period, other than the accrual of revenue in the ordinary course of business, in
each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the foregoing, the provision for taxes based on the income or
profits of, the interest expense of, and the depreciation and amortization and
other non-cash items of, a Restricted Subsidiary of a Person shall be added to
Consolidated Net Income to compute Consolidated Cash Flow only to the extent and
in the same proportion that Net Income of that Restricted Subsidiary was
included in calculating the Consolidated Net Income of that Person.

            "Consolidated Net Income" means, with respect to any specified
Person for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP (before dividends on Preferred Stock); provided that:

            (i) the Net Income (but not loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the specified Person or a Restricted Subsidiary
thereof;

            (ii) the Net Income of any Restricted Subsidiary shall be excluded
to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Subsidiary or its stockholders;

            (iii) solely for purposes of determining the aggregate amount
available for Restricted Payments under Section 4.07(iii)(A) hereof, the Net
Income of any Person acquired in


                                       6
<PAGE>   15
a pooling of interests transaction for any period prior to the date of such
acquisition shall be excluded;

            (iv) the cumulative effect of a change in accounting principles
shall be excluded;

            (v) there shall be added to the Net Income of such Person the amount
of any decrease in the deferred tax asset for such period relating to the actual
cash tax benefit realized by the Company (or the consolidated tax group of which
the Company is a member) resulting from the election under Section 338(h)(10) of
the Internal Revenue Code of 1986, as amended, in respect of the Paracelsus
Recapitalization;

            (vi) the fees, costs and expenses of the Transactions shall be
excluded;

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

            (viii) all extraordinary gains and losses, non-recurring cumulative
effects of accounting changes and, without duplication, non-recurring or unusual
gains and losses and all restructuring charges shall be excluded;

            (ix) any non-cash charges attributable to applying the purchase
method of accounting in accordance with GAAP shall be excluded; and

            (x) non-cash charges relating to employee benefit or other
management compensation plans of the Company or a Restricted Subsidiary
(excluding any such non-cash charge to the extent that it represents an accrual
of or reserve for cash expenses in any future period or amortization of a
prepaid cash expense incurred in a prior period) to the extent that such
non-cash charges are deducted in computing such Consolidated Net Income;
provided, further that if the Company or any Restricted Subsidiary of the
Company makes a cash payment in respect of such non-cash charge in any period,
such cash payment shall (without duplication) be deducted from the Consolidated
Net Income of the Company for such period.

            "Corporate Trust Office of the Trustee" shall be at the address of
the Trustee specified in Section 13.02 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
the date hereof by and among the Company and Morgan Guaranty Trust Company of
New York, as administrative agent, and the other lenders party thereto, together
with the related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Subsidiaries
of the Company as additional borrowers or


                                       7
<PAGE>   16
guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.

            "Credit Facilities" means one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced, or refinanced in whole
or in part from time to time.

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

            "Definitive Note" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06 hereof, in the
form of Exhibit A-1 hereto except that such Note shall not bear the Global Note
Legend and shall not have the "Schedule of Exchanges of Interests in the Global
Note" attached thereto.

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

            "Designated Preferred Stock" means Preferred Stock (not constituting
Disqualified Stock) of the Company (excluding any Preferred Stock issued prior
to the date of this Indenture and any Preferred Stock issued in exchange or
substitution therefor) that is designated as Designated Preferred Stock on or
after the date of issuance thereof pursuant to an Officers' Certificate
delivered to the Trustee on the designation thereof, the cash proceeds of which
are excluded from the calculation set forth in Section 4.07(iii)(B) hereof.

            "Designated Senior Debt" means:

            (1) any Indebtedness under or in respect of the Credit Agreement;
and

            (2) any other Senior Debt permitted under this Indenture the
principal amount of which is $25.0 million or more and that has been designated
by the Company in the instrument or agreement relating to the same as
"Designated Senior Debt."

            "Disqualified Stock" means any Capital Stock that, by its terms (or
by the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder thereof), or upon the
happening of any event, matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, or redeemable at the option of the holder
thereof, in whole or in part, on or prior to the date that is 91 days after the
date on which the Notes mature (other than for Capital Stock which is not
Disqualified Stock). Notwithstanding the preceding sentence, (a) any Capital
Stock that would constitute Disqualified Stock solely because


                                       8
<PAGE>   17
the holders thereof have the right to require the Company to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale shall
not constitute Disqualified Stock if the terms of such Capital Stock provide
that the Company may not repurchase or redeem any such Capital Stock pursuant to
such provisions unless such repurchase or redemption complies with Section 4.07
hereof, and (b) any Capital Stock that would constitute Disqualified Stock
solely because such Capital Stock is issued pursuant to any plan for the benefit
of employees of the Company or Subsidiaries of the Company or by any such plan
to such employees and may be required to be repurchased by the Company in order
to satisfy applicable statutory or regulatory obligations shall not constitute
Disqualified Stock. The amount of Disqualified Stock shall be its mandatory
maximum redemption price or liquidation preference, as applicable, plus accrued
dividends.

            "Domestic Subsidiary" means any Restricted Subsidiary that was
formed under the laws of the United States or any state thereof or the District
of Columbia or that guarantees or otherwise provides direct credit support for
any Indebtedness of the Company or any Guarantor.

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

            "Equity Offering" means a sale by the Company of shares of its
Capital Stock (however designated and whether voting or non-voting) (other than
Disqualified Stock) and any and all rights, warrants or options to acquire such
Capital Stock.

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

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

            "Exchange Notes" means the Series B Notes issued in the Exchange
Offer pursuant to Section 2.06(f) hereof.

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

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

            "Existing Indebtedness" means Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of this Indenture.

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

            (i) the consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued, including,
without limitation, 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,


                                       9
<PAGE>   18
discounts and other fees and charges incurred in respect of letter of credit or
bankers' acceptance financings and net of the effect of all payments made or
received pursuant to Hedging Obligations and excluding amortization of deferred
financing costs; plus

            (ii) the consolidated interest of such Person and its Restricted
Subsidiaries that was capitalized during such period; plus

            (iii) any interest expense on Indebtedness of another Person that is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries, whether or
not such Guarantee or Lien is called upon; plus

            (iv) the product of (A) all dividends paid (whether or not in cash),
on any series of Disqualified Stock or Designated Preferred Stock of such Person
or any of its Restricted Subsidiaries, other than dividends on Equity Interests
payable solely in Equity Interests of the Company (other than Disqualified
Stock) or to the Company or a Restricted Subsidiary of the Company, times (B) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case, on a consolidated basis and
in accordance with GAAP.

            "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or 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, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

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

            (i) acquisitions that have been made by the specified Person or any
of its Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date shall be given pro forma effect as if they had occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference
period shall be calculated on a pro forma basis in accordance with Regulation
S-X under the Securities Act, but without giving effect to clause (iii) of the
proviso set forth in the definition of Consolidated Net Income;

            (ii) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded; and


                                       10
<PAGE>   19
            (iii) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall be excluded, but only to the extent that
the obligations giving rise to such Fixed Charges will not be obligations of the
specified Person or any of its Restricted Subsidiaries following the Calculation
Date.

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

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

            "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A-1 or A-2 hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

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

            "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, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof), of all or any part of any Indebtedness.

            "Guarantors" means each Restricted Subsidiary that executes a
Subsidiary Guarantee in accordance with the provisions of this Indenture and
their respective successors and assigns; provided that upon the release of such
Subsidiary Guarantee pursuant to this Indenture, such Person shall cease to be a
Guarantor.

            "Hedging Obligations" means, with respect to any specified Person,
the obligations of such Person under:

            (i) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and

            (ii) other agreements or arrangements designed to protect such
Person against fluctuations in interest rates, currency exchange rates or
commodity prices.

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


                                       11
<PAGE>   20
            "Hospital" means a hospital, outpatient clinic, long-term care
facility, medical office building or other facility, business or other asset
that is used or useful in or related to the provision of healthcare services.

            "Hospital Swap" means an exchange of assets and, to the extent
necessary to equalize the value of the assets being exchanged, cash by the
Company or a Restricted Subsidiary of the Company for one or more Hospitals
and/or one or more Related Businesses or for 100% of the Capital Stock of any
Person owning or operating one or more Hospitals and/or one or more Related
Businesses, provided that cash does not exceed 20% of the sum of the amount of
the cash and the fair market value of the Capital Stock or assets received or
given by the Company or a Restricted Subsidiary of the Company in such
transaction, unless such excess cash is applied in accordance with the
requirements of the third paragraph of Section 4.10 hereof.

            "IAI Global Note" means the global Note in the form of Exhibit A-1
hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

            "IASIS Merger" means the merger of Iasis Healthcare, a Tennessee
corporation, into the Company on or prior to the date of this Indenture.

            "Indebtedness" means, without duplication with respect to any
specified Person, any indebtedness of such Person, whether or not contingent, in
respect of:

            (i) borrowed money;

            (ii) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

            (iii) banker's acceptances;

            (iv) representing Capital Lease Obligations;

            (v) the balance deferred and unpaid of the purchase price of any
property, except any such balance that constitutes an accrued expense or trade
payable; or

            (vi) representing the net obligations under any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.


                                       12
<PAGE>   21
            The amount of any Indebtedness outstanding as of any date shall be:

            (i) the accreted value thereof, in the case of any Indebtedness
issued with original issue discount; or

            (ii) the principal amount thereof in the case of all other
Indebtedness.

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

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

            "Initial Notes" means $230.0 million in aggregate principal amount
of Notes issued under this Indenture on the date hereof.

            "Initial Purchaser" means J.P. Morgan Securities Inc.

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

            "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel, relocation, payroll,
entertainment and similar advances to officers and employees made in the
ordinary course of business), purchases or other acquisitions for consideration
of Indebtedness, Equity Interests or other securities, together with all items
that are or would be classified as investments on a balance sheet prepared in
accordance with GAAP. If the Company or any Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Equity Interests of such Subsidiary not
sold or disposed of in an amount determined as provided in the final paragraph
of Section 4.07 hereof. The acquisition by the Company or any Subsidiary of the
Company of a Person that holds an Investment in a third Person shall be deemed
to be an Investment by the Company or such Subsidiary in such third Person in an
amount equal to the fair market value of the Investment held by the acquired
Person in such third Person in an amount determined as provided in the final
paragraph of Section 4.07 hereof. The outstanding amount of any Investment shall
be the original cost thereof, reduced by all returns on such Investment
(including dividends, interest, distributions, returns of principal and profits
on sale.

            "JLL Hospital Merger" means the merger of JLL Hospital, LLC into the
Company on or prior to the date of this Indenture.

            "Legal Holiday" means 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 by
law, regulation or


                                       13
<PAGE>   22
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 on such payment for
the intervening period.

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

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

            "Liquidated Damages" means all liquidated damages then owing
pursuant to Section 5 of the Registration Rights Agreement.

            "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

            (i) any gain or loss, together with any related provision for taxes
on such gain or loss, realized in connection with: (A) any Asset Sale; or (B)
the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries; and

            (ii) any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss.

            "Net Proceeds" means the aggregate cash proceeds received by the
Company or any Restricted Subsidiary of the Company in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Facility, 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.


                                       14
<PAGE>   23
            "Non-Recourse Debt" means Indebtedness:

            (i) as to which neither the Company nor any Restricted Subsidiary of
the Company (A) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) (other than the
pledge of stock of an Unrestricted Subsidiary; provided that such pledge
otherwise constitutes Non-Recourse Debt, (B) is directly or indirectly liable as
a guarantor or otherwise, or (C) constitutes the lender;

            (ii) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness (other than the Notes) of the Company or any Restricted
Subsidiary of the Company to declare a default on such other Indebtedness or
cause the payment thereof to be accelerated or payable prior to its stated
maturity; and

            (iii) as to which the lenders of such Indebtedness have been
notified in writing or have agreed in writing (in the agreement relating thereto
or otherwise) that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

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

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

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

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

            "Offering" means the offering of the Initial Notes by the Company.

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

            "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, that meets the requirements of Section 13.05 hereof.


                                       15
<PAGE>   24
            "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

            "Other Hedging Agreements" means any foreign exchange contracts,
currency swap agreements, commodity agreements or other similar agreements or
arrangements designed to protect against the fluctuations in currency or
commodity values.

            "Paracelsus Recapitalization" means the recapitalization of the
Company, which at the time of such recapitalization was a wholly owned
Subsidiary of Paracelsus Healthcare Corporation that owned certain hospital
assets located in Utah, pursuant to that certain Recapitalization Agreement
dated as of August 16, 1999.

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

            "Permitted Business" means any business (i) which is the same,
similar, ancillary or related to any of the businesses that the Company and its
Restricted Subsidiaries are engaged in on the date of this Indenture or (ii) in
the healthcare industry.

            "Permitted Investments" means:

            (i) any Investment in (including Guarantees of the obligations of)
the Company or in a Restricted Subsidiary of the Company;

            (ii) any Investment in Cash Equivalents;

            (iii) any Investment by the Company or any Restricted Subsidiary of
the Company in a Person, if as a result of such Investment (A) such Person
becomes a Restricted Subsidiary of the Company or (B) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Restricted
Subsidiary of the Company;

            (iv) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof;

            (v) any acquisition of assets (including Capital Stock) solely in
exchange for the issuance of Equity Interests (other than Disqualified Stock) of
the Company;

            (vi) Hedging Obligations;

            (vii) loans and advances made to and guarantees provided for the
benefit of officers and employees of the Company and its Restricted Subsidiaries
in the ordinary course of business not to exceed $5.0 million in the aggregate
at any one time outstanding;


                                       16
<PAGE>   25
            (viii) Investments in prepaid expenses, negotiable instruments held
for collection and lease, utility and workers compensation, performance and
similar deposits entered into as a result of the operations of the business in
the ordinary course of business;

            (ix) Investments in securities of trade debtors or customers
received pursuant to any plan of reorganization or similar arrangement upon the
bankruptcy or insolvency of such trade creditors or customers or in good faith
settlement of delinquent obligations of such trade debtors or customers;

            (x) obligations of one or more officers or other employees of the
Company or any of its Restricted Subsidiaries in connection with such officer's
or employee's acquisition of shares of common stock of the Company so long as no
cash or other assets are paid by the Company or any of its Restricted
Subsidiaries to such officers or employees in connection with the acquisition of
any such obligations;

            (xi) Investments in any of the Notes;

            (xii) receivables owing to the Company or any Restricted Subsidiary
created in the ordinary course of business;

            (xiii) the acquisition by a Receivables Subsidiary in connection
with a Qualified Receivables Transaction of Equity Interests of a trust or other
Person established by such Receivables Subsidiary to effect such Qualified
Receivables Transaction; and any other Investment by the Company or a Subsidiary
of the Company in a Receivables Subsidiary or any Investment by a Receivables
Subsidiary in any other Person in connection with a Qualified Receivables
Transaction customary for such transactions;

            (xiv) Physician Support Obligations;

            (xv) in the event the Company or a Restricted Subsidiary shall
establish a Subsidiary for the purpose of insuring the healthcare businesses or
facilities owned or operated by the Company, any Subsidiary, any physician
employed by or on the medical staff of any such business or facility (the
"Insurance Subsidiary"), Investments in an amount which do not exceed the
minimum amount of capital required under the laws of the jurisdiction in which
the Insurance Subsidiary is formed, and any Investment by such Insurance
Subsidiary which is a legal investment for an insurance company under the laws
of the jurisdiction in which the Insurance Subsidiary is formed and made in the
ordinary course of business and rated in one of the four highest rating
categories;

            (xvi) other Investments in any Person having an aggregate fair
market value (measured on the date each such Investment was made and without
giving effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (xvi) that are at the time
outstanding not to exceed an amount equal to the greater of (x) $30.0 million
and (y) 3% of Total Assets; and

            (xvii) Investments in connection with Hospital Swaps.


                                       17
<PAGE>   26
            "Permitted Junior Securities" means debt or equity securities of the
Company or any successor corporation issued pursuant to a plan of reorganization
or readjustment of the Company that are subordinated to the payment of all then
outstanding Senior Debt of the Company at least to the same extent that the
Notes are subordinated to the payment of all Senior Debt of the Company on the
date of this Indenture, so long as:

            (i) the effect of the use of this defined term in Article 10 is not
to cause the Notes to be treated as part of:

            (A) the same class of claims as the Senior Debt of the Company; or

            (B) any class of claims pari passu with, or senior to, the Senior
Debt of the Company for any payment or distribution in any case or proceeding or
similar event relating to the liquidation, insolvency, bankruptcy, dissolution,
winding up or reorganization of the Company; and

            (ii) to the extent that any Senior Debt of the Company outstanding
on the date of consummation of any such plan of reorganization or readjustment
is not paid in full in cash or Cash Equivalents (other than Cash Equivalents of
the type referred to in clauses (iii) and (iv) of the definition thereof) on
such date, either:

            (A) the holders of any such Senior Debt not so paid in full in cash
or Cash Equivalents (other than Cash Equivalents of the type referred to in
clauses (iii) and (iv) of the definition thereof) have consented to the terms of
such plan of reorganization or readjustment; or

            (B) such holders receive securities which constitute Senior Debt of
the Company (which are guaranteed pursuant to guarantees constituting Senior
Debt of each Guarantor) and which have been determined by the relevant court to
constitute satisfaction in full in money or money's worth of any Senior Debt of
the Company (and any related Senior Debt of the Guarantors) not paid in full in
cash or Cash Equivalents (other than Cash Equivalents of the type referred to in
clauses (iii) and (iv) of the definition thereof).

            "Permitted Liens" means:

            (i) Liens of the Company and any Guarantor securing Senior Debt that
was permitted by the terms of this Indenture to be incurred;

            (ii) Liens in favor of the Company or the Guarantors;

            (iii) Liens on property of a Person existing at the time such Person
is merged with or into or consolidated with, or is acquired by, the Company or
any of its Subsidiaries; 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, consolidated with or
acquired by the Company or its Subsidiaries;


                                       18
<PAGE>   27
            (iv) Liens on property existing at the time of acquisition thereof
by the Company or any of its Subsidiaries, provided that such Liens were in
existence prior to the contemplation of such acquisition;

            (v) Liens to secure the performance of statutory obligations, surety
or appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;

            (vi) Liens to secure Indebtedness (including Capital Lease
Obligations) permitted by clause (iv) of the second paragraph of Section 4.09
hereof covering only the assets acquired, constructed or improved with such
Indebtedness;

            (vii) Liens existing on the date of this Indenture;

            (viii) Liens for taxes, assessments or governmental charges or
claims that (i) are not yet delinquent or (ii) are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded,
provided that in the case of clause (ii) any reserve or other appropriate
provision as shall be required in conformity with GAAP shall have been made
therefor;

            (ix) Liens incurred in the ordinary course of business of the
Company or any of its Subsidiaries with respect to obligations that do not
exceed $5.0 million at any one time outstanding;

            (x) security for the payment of workers' compensation, unemployment
insurance, other social security benefits or other insurance-related obligations
(including, but not limited to, in respect of deductibles, self-insured
retention amounts and premiums and adjustments thereto) entered into in the
ordinary course of business;

            (xi) deposits or pledges in connection with bids, tenders, leases
and contracts (other than contracts for the payment of money) entered into in
the ordinary course of business;

            (xii) zoning restrictions, easements, licenses, reservations,
provisions, covenants, conditions, waivers, restrictions on the use of property
or minor irregularities of title (and with respect to leasehold interests,
mortgages, obligations, liens and other encumbrances incurred, created, assumed
or permitted to exist and arising by, through or under a landlord or owner of
the leased property, with or without consent of the lessee), none of which
interferes in any material respect with the ordinary conduct of the business of
the Company or any of its Subsidiaries or materially impairs the use of any
parcel of property;

            (xiii) deposits or pledges to secure public or statutory
obligations, progress payments, surety and appeal bonds or other obligations of
like nature incurred in the ordinary course of business;

            (xiv) survey title exceptions, title defects, encumbrances,
easements, reservations of, or rights of others for, rights of way, sewers,
electric lines, telegraph or telephone lines and other similar purposes or
zoning or other restrictions as to the use of real property not


                                       19
<PAGE>   28
materially interfering with the ordinary conduct of the business of the Company
and its Subsidiaries taken as a whole;

            (xv) Liens arising by operation of law in favor of landlords,
mechanics, carriers, warehousemen, materialmen, laborers, employees, suppliers
or the like, incurred in the ordinary course of business for sums which are not
yet delinquent or are being contested in good faith by negotiations or by
appropriate proceedings which suspend the collection thereof;

            (xvi) leases, subleases, licenses or sublicenses to third parties
entered into in the ordinary course of business;

            (xvii) Liens securing any Permitted Refinancing Indebtedness so long
as the Lien securing such Permitted Refinancing Indebtedness is limited to all
or part of the same property or assets (plus improvements, accessions, proceeds
or dividends or distributions in respect thereof) that secured (or under such
written arrangements could secure) the original Indebtedness; or incurred in
respect of any Indebtedness secured by, or securing any refinancing, refunding,
extension, renewal or replacement (in whole or in part) of any other obligation
secured by, any other Permitted Liens, provided that any such new Lien is
limited to all or part of the same property or assets (plus improvements,
accessions, proceeds or dividends or distributions in respect thereof) that
secured (or, under the written arrangements under which the original Lien arose
could secure) the obligations to which such Liens relate;

            (xviii) Liens securing Hedging Obligations;

            (xix) Liens arising out of judgments, decrees, orders or awards in
respect of which the Company shall in good faith be prosecuting an appeal or
proceedings for review which appeal or proceedings shall not have been finally
terminated, or if the period within which such appeal or proceedings may be
initiated shall not have expired;

            (xx) Liens on Capital Stock of an Unrestricted Subsidiary that
secure Indebtedness or other obligation of such Unrestricted Subsidiary; and

            (xxi) Liens incurred in connection with a Qualified Receivables
Transaction (which in the case of the Company and its Restricted Subsidiaries
(other than Receivables Subsidiaries) shall be limited to receivables and
related assets referred to in the definition of Qualified Receivables
Transaction).

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

            (i) the principal amount (or accreted value, if applicable) of
such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded (plus all


                                       20
<PAGE>   29
accrued interest thereon and the amount of all fees, commissions, discounts,
costs, expenses and premiums incurred in connection therewith);

            (ii) if such Indebtedness is not Senior Debt, either (a) 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 or (b) all
scheduled payments on or in respect of such Permitted Refinancing Indebtedness
(other than interest payments) shall be at least 91 days following the final
scheduled maturity of the Notes; and if such Indebtedness is Senior Debt and has
a final stated maturity later than the final stated maturity of the Notes, such
Permitted Refinancing Indebtedness has a final stated maturity later than the
final stated maturity of the Notes;

            (iii) if the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness is subordinated in right of payment to,
the Notes on terms at least as favorable to the Holders of Notes as those
contained in the documentation governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded; and

            (iv) such Indebtedness is incurred either by the Company or any
Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.

            "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

            "Physician Support Obligation" means a loan to or on behalf of, or a
guarantee of indebtedness of, a physician or healthcare professional providing
service to patients in the service area of a Hospital or other healthcare
facility operated by the Company or any of its Restricted Subsidiaries made or
given by the Company or any Subsidiary of the Company (a) in the ordinary course
of its business and (b) pursuant to a written agreement having a period not to
exceed five years.

            "Principals" means Joseph Littlejohn & Levy, Inc. ("JLL"),
investment funds managed by JLL, partners of JLL, an entity controlled by any of
the foregoing and/or by a trust of the type described hereafter, and/or a trust
for the benefit of any of the foregoing.

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

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

            "Qualified Receivables Transaction" means any transaction or series
of transactions entered into by the Company or any of its Subsidiaries pursuant
to which the


                                       21
<PAGE>   30
Company or any of its Subsidiaries sells, conveys or otherwise transfers to (i)
a Receivables Subsidiary (in the case of a transfer by the Company or any of its
Subsidiaries, which transfer may be effected through the Company or one or more
Subsidiaries) and (ii) any other Person (in the case of a transfer by a
Receivables Subsidiary), or grants a security interest in, any accounts
receivable, instruments, chattel paper, general intangibles and similar assets
(whether now existing or arising in the future, the "Receivables") of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such Receivables, all contracts,
contract rights and all guarantees or other obligations in respect of such
Receivables, proceeds of such Receivables and any other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions of such
type;

provided that a Receivables Subsidiary participating in a Qualified Receivables
Transaction shall meet the requirements set forth in the definition of
"Receivables Subsidiary."

            "Recapitalization Refinancing" means the debt refinancing in
connection with the Paracelsus Recapitalization and Tenet Acquisition.

            "Receivables Subsidiary" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and that is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary (A) no portion of the Indebtedness
or any other Obligations (contingent or otherwise) of which:

      (i)   is guaranteed by the Company or any Subsidiary of the Company
            (excluding guarantees of Obligations (other than the principal of,
            and interest on, Indebtedness) pursuant to representations,
            warranties, covenants and indemnities entered into in the ordinary
            course of business in connection with a Qualified Receivables
            Transaction);

      (ii)  is recourse to or obligates the Company or any Subsidiary of the
            Company in any way other than pursuant to representations,
            warranties, covenants and indemnities customarily entered into in
            connection with a Qualified Receivables Transaction; or

      (iii) subjects any property or asset of the Company or any Subsidiary of
            the Company (other than accounts receivable and related assets as
            provided in the definition of "Qualified Receivables Transaction"),
            directly or indirectly, contingently or otherwise, to the
            satisfaction thereof, other than pursuant to representations,
            warranties, covenants and indemnities customarily entered into in
            connection with a Qualified Receivables Transaction;

(B) with which neither the Company nor any Subsidiary of the Company has any
material contract, agreement, arrangement or understanding other than on terms
no less favorable to the Company or such Subsidiary than those that might be
obtained at the time from Persons who are not Affiliates of the Company, other
than as may be customary in a Qualified Receivables


                                       22
<PAGE>   31
Transaction including for fees payable in the ordinary course of business in
connection with servicing accounts receivable; and (C) with which neither the
Company nor any Subsidiary of the Company has any obligation to maintain or
preserve such Subsidiary's financial condition or cause such Subsidiary to
achieve certain levels of operating results. Any such designation by the Board
of Directors of the Company will be evidenced to the Trustee by filing with the
Trustee a certified copy of the resolution of the Board of Directors of the
Company giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions.

            "Refinancing Disqualified Stock" means any Disqualified Stock of the
Company issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace or refund other Disqualified Stock of the Company;
provided that:

      (i)   the amount of such Refinancing Disqualified Stock does not exceed
            the amount of the Disqualified Stock so extended, refinanced,
            renewed, replaced or refunded (plus all accrued dividends thereon
            and the amount of all fees, commissions, discounts, costs, expenses
            and premiums incurred in connection therewith); and

      (ii)  either (A) such Refinancing Disqualified Stock by its terms, or
            upon the happening of any event, matures or is mandatorily
            redeemable pursuant to a sinking fund obligation or otherwise at
            the option of the holder thereof, in whole or in part, on or
            later than the final maturity date of, or date that by its terms,
            or upon the happening of any event, matures, or is mandatorily
            redeemable pursuant to a sinking fund obligation or otherwise at
            the option of the holder thereof, in whole or in part, of, the
            Disqualified Stock being extended, refinanced, renewed, replaced
            or refunded or (B) all scheduled payments on or in respect of
            such Refinancing Disqualified Stock (other than dividend
            payments) shall be at least 91 days following the final scheduled
            maturity of the Notes.

            "Refinancing Preferred Stock" means any preferred stock of the
Company issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace or refund other preferred stock of the Company;
provided that:

      (i)   the amount of such Refinancing Preferred Stock does not exceed the
            amount of the preferred stock so extended, refinanced, renewed,
            replaced or refunded (plus all accrued dividends thereon and the
            amount of all fees, commissions, discounts, costs, expenses and
            premiums incurred in connection therewith); and

      (ii)  such Refinancing Preferred Stock is not Disqualified Stock.

            "Refinancing Subsidiary Preferred Stock" means any preferred stock
of any Restricted Subsidiary of the Company issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace or refund other
preferred stock of such Restricted Subsidiary; provided that:


                                       23
<PAGE>   32
      (i)   the amount of such Refinancing Subsidiary Preferred Stock does not
            exceed the amount of the preferred stock so extended, refinanced,
            renewed, replaced or refunded (plus all accrued dividends thereon
            and the amount of all fees, commissions, discounts, costs, expenses
            and premiums incurred in connection therewith); and

      (ii)  such Refinancing Subsidiary Preferred Stock is not Disqualified
            Stock.

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

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

            "Regulation S Global Note" means a Regulation S Temporary Global
Note or Regulation S Permanent Global Note, as appropriate.

            "Regulation S Permanent Global Note" means a permanent global Note
in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

            "Regulation S Temporary Global Note" means a temporary global Note
in the form of Exhibit A-2 hereto bearing the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.

            "Related Business" means a healthcare business affiliated or
associated with a Hospital or any business related or ancillary to the provision
of healthcare services or information or the investment in, or the management,
leasing or operation of, a Hospital.

            "Related Party" means:

            (i) any controlling stockholder, 80% (or more) owned Subsidiary, or
immediate family member (in the case of an individual) of any Principal; or

            (ii) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of any one or more Principals
and/or such other Persons referred to in the immediately preceding clause (i).


                                       24
<PAGE>   33
            "Representative" means the indenture trustee or other trustee, agent
or representative in respect of any Designated Senior Debt; provided that if,
and for so long as, any Designated Senior Debt lacks such a representative, then
the Representative for such Designated Senior Debt shall at all times constitute
the holders of a majority in outstanding principal amount of such Designated
Senior Debt in respect of any Designated Senior Debt.

            "Responsible Officer," means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

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

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

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

            "Restricted Period" means the 40-day restricted period as defined
in Regulation S.

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

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

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

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

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

            "SEC" means the Securities and Exchange Commission.

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

            "Senior Debt" means:

      (i)   all Indebtedness outstanding under all Credit Facilities, all
            Hedging Obligations (including guarantees thereof) with respect
            thereto of the Company and the Guarantors, whether outstanding on
            the date of this Indenture or thereafter incurred;


                                       25
<PAGE>   34
      (ii)  any other Indebtedness incurred by the Company and the Guarantors,
            unless the instrument under which such Indebtedness is incurred
            expressly provides that it is on a parity with or subordinated in
            right of payment to the Notes or the Subsidiary Guarantees, as the
            case may be; and

      (iii) all Obligations with respect to the items listed in the preceding
            clauses (i) and (ii) (including any interest accruing subsequent to
            the filing of a petition of bankruptcy at the rate provided for in
            the documentation with respect thereto, whether or not such interest
            is an allowed claim under applicable law).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not
include:

      (i)   any liability for federal, state, local or other taxes owed or owing
            by the Company or the Guarantors;

      (ii)  any Indebtedness of the Company or any Guarantor to any of its
            Subsidiaries;

      (iii) any trade payables; or

      (iv)  the portion of any Indebtedness that is incurred in violation of
            this Indenture (but only to the extent so incurred).

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

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

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

            "Subsidiary" means, with respect to any specified 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).


                                       26
<PAGE>   35
            "Subsidiary Guarantee" means the Guarantee of the Notes by a
Guarantor.

            "Tax Sharing Agreement" means the Tax Sharing Agreement among JLL
Healthcare, the Company and Subsidiaries of the Company as in effect on the date
of this Indenture, with such amendments and modifications thereto, or may be
made from time to time which are not materially disadvantageous to the Holders
of the Notes.

            "Tenet Acquisition" means the acquisition of certain acute care
hospitals located in Arizona, Florida and Texas, from Tenet Healthcare
Corporation, by the Company, pursuant to that certain Asset Sale Agreement dated
as of August 15, 1999.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on the date on which this InDenture is
qualified under the TIA, except as provided in Section 9.03.

            "Total Assets" means the total consolidated assets of the Company
and its Restricted Subsidiaries, as set forth on the most recent consolidated
balance sheet of the Company and its Restricted Subsidiaries.

            "Transactions" means the Paracelsus Recapitalization, the
Recapitalization Refinancing, the Tenet Acquisition, the JLL Hospital Merger
and the IASIS Merger.

            "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.

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

            "Unrestricted Global Note" means a permanent global Note in the form
of Exhibit A-1 attached hereto that bears the Global Note Legend and that has
the "Schedule of Exchanges of Interests in the Global Note" attached thereto,
and that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

            "Unrestricted Subsidiary" means any Subsidiary of the Company that
is designated by the Board of Directors as an Unrestricted Subsidiary pursuant
to a Board Resolution, but only to the extent that such Subsidiary:

            (i) has no Indebtedness other than Non-Recourse Debt;

            (ii) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company;


                                       27
<PAGE>   36
            (iii).is a Person with respect to which neither the Company nor any
of its Restricted Subsidiaries has any direct or indirect obligation (A) to
subscribe for additional Equity Interests or (B) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; and

            (iv) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries.

except in the case of clause (iii) or (iv), to the extent

      (A)   that the Company or such Restricted Subsidiary could otherwise
            provide such a guarantee or incur such Indebtedness (other than as
            Permitted Debt) pursuant to Section 4.09 hereof, and

      (B)   the provision of such guarantee and the incurrence of such
            indebtedness otherwise would be permitted under Section 4.07 hereof.

            Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
preceding conditions and was permitted under Section 4.07 hereof. If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding requirements
as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of Section 4.09. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation shall only be permitted if (x) such
Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period and (y) no Default or Event of Default would be in existence
following such designation.

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

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

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

            (i) the sum of the products obtained by multiplying (A) the amount
of each then remaining installment, sinking fund, serial maturity or other
required payments of principal,


                                       28
<PAGE>   37
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.

Section 1.02 OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                          Defined in
                Term                                       Section
                ----                                       -------
<S>                                                       <C>
          "Acceleration Notice".........................     6.02
          "Affiliate Transaction".......................     4.11
          "Asset Sale Offer"............................     3.09
          "Authentication Order"........................     2.02
          "Change of Control Offer".....................     4.14
          "Change of Control Payment"...................     4.14
          "Change of Control Payment Date"..............     4.14
          "Covenant Defeasance".........................     8.03
          "Designated Senior Debt"......................    10.02
          "DTC".........................................     2.03
          "Event of Default"............................     6.01
          "Excess Proceeds".............................     4.10
          "incur".......................................     4.09
          "Legal Defeasance"............................     8.02
          "Offer Amount"................................     3.09
          "Offer Period"................................     3.09
          "Paying Agent"................................     2.03
          "Payment Blockage Notice".....................    10.04
          "Payment Default".............................     6.01
          "Permitted Debt"..............................     4.09
          "Permitted Junior Securities".................    10.02
          "Purchase Date"...............................     3.09
          "Registrar"...................................     2.03
          "Restricted Payments".........................     4.07
          "Revocation"..................................     4.07
</TABLE>


Section 1.03 TRUST INDENTURE ACT DEFINITIONS.

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

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

            "indenture securities" means the Notes;


                                       29
<PAGE>   38
            "indenture security Holder" means a Holder of a Note;

            "indenture to be qualified" means this Indenture;

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

            "obligor" on the Notes or the Subsidiary Guarantees means the
Company and the Guarantors, respectively and any successor obligor upon the
Notes and the Subsidiary Guarantees, respectively.

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

Section 1.04 RULES OF CONSTRUCTION.

            Unless the context otherwise requires:

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

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

            (c) "or" is not exclusive;

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

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

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

                                   ARTICLE 2
                                   THE NOTES

Section 2.01 FORM AND DATING.

            (a) General.

            The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibits A-1 and A-2 hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.


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

            (b) Global Notes.

            Notes issued in global form shall be substantially in the form of
Exhibits A-1 or A-2 attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A-1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the Note
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

            (c) Temporary Global Notes.

            Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Temporary Global Note, which shall be
deposited on behalf of the purchasers of the Notes represented thereby with the
Trustee, at its New York office, as custodian for the Depositary, and registered
in the name of the Depositary or the nominee of the Depositary for the accounts
of designated agents holding on behalf of Euroclear or Cedelbank, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. The
Restricted Period shall be terminated upon the receipt by the Trustee of (i) a
written certificate from the Depositary, together with copies of certificates
from Euroclear and Cedelbank certifying that they have received certification of
non-United States beneficial ownership of 100% of the aggregate principal amount
of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the Restricted
Period pursuant to another exemption from registration under the Securities Act
and who will take delivery of a beneficial ownership interest in a 144A Global
Note or an IAI Global Note bearing a Private Placement Legend, all as
contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate
from the Company. Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in Regulation S Permanent Global Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary Global
Note and the Regulation S Permanent Global Notes may from


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time to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

            (d) Euroclear and Cedelbank Procedures Applicable.

            The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of Cedelbank" and "Customer Handbook" of Cedelbank shall be
applicable to transfers of beneficial interests in the Regulation S Temporary
Global Note and the Regulation S Permanent Global Notes that are held by
Participants through Euroclear or Cedelbank.

Section 2.02 EXECUTION AND AUTHENTICATION.

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

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

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

            The Trustee shall, upon a written order of the Company signed by one
Officer (an "Authentication Order"), authenticate Notes for original issue up to
the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.07 hereof.

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

Section 2.03 REGISTRAR AND PAYING AGENT.

            The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails


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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 or Registrar.

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

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

            The Trustee is authorized to enter into a letter of representations
with DTC in the form provided to the Trustee by the Company and to act in
accordance with such letter.

Section 2.04 PAYING AGENT TO HOLD MONEY IN TRUST.

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

Section 2.05 HOLDER LISTS.

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

Section 2.06 TRANSFER AND EXCHANGE.

            (a) Transfer and Exchange of Global Notes..

            A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary. All
Global Notes will be exchanged by the Company for Definitive Notes if (i) the
Company delivers to the Trustee written notice from the Depositary


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that it is unwilling or unable to continue to act as Depositary or that it is no
longer a clearing agency registered under the Exchange Act and, in either case,
a successor Depositary is not appointed by the Company within 120 days after the
date of such notice from the Depositary or (ii) the Company in its sole
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to
the Trustee; provided that in no event shall the Regulation S Temporary Global
Note be exchanged by the Company for Definitive Notes prior to (x) the
expiration of the Restricted Period and (y) the receipt by the Registrar of any
certificates determined by the Company to be required pursuant to Rule
903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b),(c) or (f) hereof.

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes.

            The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

            (i) Transfer of Beneficial Interests in the Same Global Note.
Beneficial interests in any Restricted Global Note may be transferred to Persons
who take delivery thereof in the form of a beneficial interest in the same
Restricted Global Note in accordance with the transfer restrictions set forth in
the Private Placement Legend; provided, however, that prior to the expiration of
the Restricted Period, transfers of beneficial interests in the Temporary
Regulation S Global Note may not be made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests
in any Unrestricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note. No
written orders or instructions shall be required to be delivered to the
Registrar to effect the transfers described in this Section 2.06(b)(i).

            (ii) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(i) above, the transferor of
such beneficial interest must deliver to the Depositary either (A) (1) a written
order from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the


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beneficial interest to be transferred or exchanged and (2) instructions given in
accordance with the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B) (1) a written order
from a Participant or an Indirect Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to cause to
be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to the
Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred
to in (1) above, provided that in no event shall Definitive Notes be issued upon
the transfer or exchange of beneficial interests in the Regulation S Temporary
Global Note prior to (x) the expiration of the Restricted Period and (y) the
receipt by the Registrar of any certificates determined by the Company to be
required pursuant to Rule 903 under the Securities Act. Upon consummation of an
Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the
requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied
upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the
Restricted Global Notes. Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes contained in this
Indenture and the Notes or otherwise applicable under the Securities Act, the
Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 2.06(h) hereof.

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

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

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

                  (C) if the transferee will take delivery in the form of a
            beneficial interest in the IAI Global Note, then the transferor must
            deliver a certificate in the form of Exhibit B hereto, including the
            certifications and certificates and Opinion of Counsel required by
            item (3) thereof, if applicable.

            (iv) Transfer and Exchange of Beneficial Interests in a Restricted
Global Note for Beneficial Interests in the Unrestricted Global Note. A
beneficial interest in any Restricted


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

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

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

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

                  (D) the Registrar receives the following:

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

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

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

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


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aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

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

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

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

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

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

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

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

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


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

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

            (ii) Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
beneficial interest in the Regulation S Temporary Global Note may not be
exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (x) the expiration of the
Restricted Period and (y) the receipt by the Registrar of any certificates
determined by the Company to be required pursuant to Rule 903(c)(3)(ii)(B) under
the Securities Act, except in the case of a transfer pursuant to an exemption
from the registration requirements of the Securities Act other than Rule 903 or
Rule 904.

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

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

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

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


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                  (D) the Registrar receives the following:

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

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

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

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

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

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

                  (A) if the Holder of such Restricted Definitive Note proposes
            to exchange such Note for a beneficial interest in a Restricted
            Global Note, a


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<PAGE>   48
            certificate from such Holder in the form of Exhibit C hereto,
            including the certifications in item (2)(b) thereof;

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

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

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

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

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

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

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

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

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and


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<PAGE>   49
            the Holder, in the case of an exchange, or the transferee, in the
            case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (1) a broker-dealer, (2) a Person
            participating in the distribution of the Exchange Notes or (3) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

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

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

                  (D) the Registrar receives the following:

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

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

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

      Upon satisfaction of the conditions of any of the subparagraphs in this
      Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

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

            If any such exchange or transfer from a Definitive Note to a
beneficial interest in a Global Note is effected pursuant to subparagraphs
(ii)(B), (ii)(D) or (iii) above at a time when an


                                       41
<PAGE>   50
Unrestricted Global Note has not yet been issued, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of Definitive Notes so
transferred.

            (e) Transfer and Exchange of Definitive Notes for Definitive Notes.

            Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by
a written instruction of transfer in form satisfactory to the Registrar duly
executed by such Holder or by his attorney, duly authorized in writing. In
addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

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

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

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

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

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

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


                                       42
<PAGE>   51
                  (B) any such transfer is effected pursuant to the Shelf
            Registration Statement in accordance with the Registration Rights
            Agreement;

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

                  (D) the Registrar receives the following:

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

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

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

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

            (f) Exchange Offer.

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


                                       43
<PAGE>   52
shall execute and the Trustee shall authenticate and make available for delivery
to the Persons designated by the Holders of Definitive Notes so accepted
Definitive Notes in the appropriate principal amount.

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

            (i) Private Placement Legend.

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

      "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD,
      PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE
      DELIVERY OF SUCH EVIDENCE, IF ANY REQUIRED UNDER THE INDENTURE PURSUANT TO
      WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE
      SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
      JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
      NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
      PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
      THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF
      THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT
      (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
      (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
      A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION
      MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE
      THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE
      WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
      REQUESTS), SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF
      THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER
      IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY OR (3)
      PURSUANT TO AN EFFECTIVE REGISTRATION


                                       44
<PAGE>   53
      STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE SECURITIES
      LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS
      REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY
      OF THE RESALE RESTRICTION SET FORTH IN (A) ABOVE."

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

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

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

            (iii) Regulation S Temporary Global Note Legend. The Regulation S
Temporary Global Note shall bear a legend in substantially the following form:

      "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
      CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES,
      ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER
      NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL
      BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

            (h) Cancellation and/or Adjustment of Global Notes.

            At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11 hereof. At any time prior to such


                                       45
<PAGE>   54
cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

            (i) General Provisions Relating to Transfers and Exchanges.

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

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

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

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

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

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


                                       46
<PAGE>   55
      (vii) The Trustee shall authenticate Global Notes and Definitive Notes in
accordance with the provisions of Section 2.02 hereof.

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

Section 2.07 REPLACEMENT NOTES.

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

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

Section 2.08 OUTSTANDING NOTES.

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

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

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

            If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.


                                       47
<PAGE>   56
Section 2.09 TREASURY NOTES.

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

Section 2.10 TEMPORARY NOTES.

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

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

Section 2.11 CANCELLATION.

            The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose of
the canceled Notes in its customary manner (subject to the record retention
requirements of the Exchange Act). The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12 DEFAULTED INTEREST.

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


                                       48
<PAGE>   57
Section 2.13 CUSIP NUMBERS.

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

                                   ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01 NOTICES TO TRUSTEE.

            If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price and (v) the CUSIP
numbers of the Notes to be redeemed.

Section 3.02 SELECTION OF NOTES TO BE REDEEMED.

            If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. No
Notes of $1,000 or less shall be redeemed in part. In the event of partial
redemption by lot, the particular Notes to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 nor more than 60 days prior to the
redemption date by the Trustee from the outstanding Notes not previously called
for redemption.

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


                                       49
<PAGE>   58
Section 3.03 NOTICE OF REDEMPTION.

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

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

            (i) the redemption date;

            (ii) the redemption price;

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

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

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

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

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

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

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided,
however, that the Company shall have delivered to the Trustee, at least 45 days
prior to the redemption date, an Officers' Certificate requesting that the
Trustee give such notice and setting forth the information to be stated in such
notice as provided in the preceding paragraph.

Section 3.04 EFFECT OF NOTICE OF REDEMPTION.

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


                                       50
<PAGE>   59
Section 3.05 DEPOSIT OF REDEMPTION PRICE.

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

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

Section 3.06 NOTES REDEEMED IN PART.

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

Section 3.07 OPTIONAL REDEMPTION.

            (i) Except as provided below, the Notes shall not be redeemable at
the Company's option prior to October 15, 2004. Thereafter, the Company may
redeem all or a part of the Notes upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on October 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                              Percentage
----                                                              ----------
<S>                                                               <C>
2004.............................................................  106.500%
2005.............................................................  104.875%
2006.............................................................  103.250%
2007.............................................................  101.625%
2008 and thereafter..............................................  100.000%
</TABLE>

            (ii) Notwithstanding the foregoing, at any time prior to October 15,
2002, the Company may on any one or more occasions redeem up to 35% of the
aggregate principal amount of Notes issued under this Indenture at a redemption
price of 113.000% of the principal


                                       51
<PAGE>   60
amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon,
if any, to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that: (A) at least 65% of the aggregate principal amount of
Notes issued under this Indenture remains outstanding immediately after the
occurrence of such redemption (excluding Notes held by the Company and its
Subsidiaries); and (B) the redemption must occur within 90 days of the date of
the closing of such Equity Offering.

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

Section 3.08 MANDATORY REDEMPTION.

            The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

Section 3.09 OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

            In the event that, pursuant to Section 4.10 hereof, the Company
shall be required to commence an offer to all Holders to purchase Notes (an
"Asset Sale Offer"), it shall follow the procedures specified below.

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

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

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

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

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


                                       52
<PAGE>   61
            (iii) that any Note not tendered or accepted for payment shall
continue to accrue interest;

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

            (v) that Holders electing to have a Note purchased pursuant to an
Asset Sale Offer may only elect to have all of such Note purchased and may not
elect to have only a portion of such Note purchased;

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

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

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

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

            On or before 10:00 a.m. on the Purchase Date, the Company shall, to
the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Offer Amount or portions thereof tendered pursuant to the Asset
Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers' Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. The Company, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later
than five days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer on the
Purchase Date.


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<PAGE>   62
            Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to the provisions
of Sections 3.01 through 3.06 hereof.

                                    ARTICLE 4
                                    COVENANTS

Section 4.01 PAYMENT OF NOTES.

            The Company shall pay or cause to be paid the principal of, premium,
if any, and interest and Liquidated Damages, if any, on the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and
interest and Liquidated Damages, if any, shall be considered paid on the date
due if the Paying Agent, if other than the Company or a Subsidiary thereof,
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 and Liquidated Damages, if any,
then due. The Company shall pay all Liquidated Damages, if any, in the same
manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

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

Section 4.02 MAINTENANCE OF OFFICE OR AGENCY.

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

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


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<PAGE>   63
            The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03 hereof.

Section 4.03 REPORTS.

            Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes and the Trustee,
within the time periods specified in the SEC's rules and regulations: (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were
required to file such Forms, including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report on the annual financial statements by the
Company's certified independent accountants; and (ii) all current reports that
would be required to be filed with the SEC on Form 8-K if the Company were
required to file such reports. In addition, following the consummation of the
Exchange Offer contemplated by the Registration Rights Agreement, whether or not
required by the SEC, the Company shall file a copy of all the information and
reports referred to in clauses (i) and (ii) above with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. In addition, the Company and the Subsidiary Guarantors have agreed
that, for so long as any Notes remain outstanding, they shall furnish to the
Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

            If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in Management's Discussion and Analysis of Financial Condition and
Results of Operations, of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company. Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 4.04 COMPLIANCE CERTIFICATE.

            (a) The Company and each Guarantor shall (to the extent that such
Guarantor is so required under the TIA) deliver to the Trustee within 90 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing


                                       55
<PAGE>   64
such certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto. For
purposes of this paragraph, such compliance shall be determined without regard
to any period of grace or requirement of notice provided under this Indenture.

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

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

Section 4.05 TAXES.

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

Section 4.06 STAY, EXTENSION AND USURY LAWS.

            The Company and each of the Guarantors 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 and each of the Guarantors (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.


                                       56
<PAGE>   65
Section 4.07 RESTRICTED PAYMENTS.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

            (i) declare or pay any dividend or make any other payment or
distribution on account of the Company's or any of its Restricted Subsidiaries'
Equity Interests (including, without limitation, any payment in connection with
any merger or consolidation involving the Company or any of its Restricted
Subsidiaries) or to the direct or indirect holders of the Company's or any of
its Restricted Subsidiaries' Equity Interests in their capacity as such (other
than dividends or distributions payable in Equity Interests (other than
Disqualified Stock) of the Company or payable to the Company or a Restricted
Subsidiary of the Company);

            (ii) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company;

            (iii) make any payment on or with respect to, or purchase, redeem,
defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Notes or the Subsidiary Guarantees, except a payment of
interest or principal at or after the Stated Maturity thereof; or

            (iv) make any Restricted Investment (all such payments and other
actions set forth in clauses (i) through (iv) above being collectively referred
to as "Restricted Payments"),

            unless,  at the time of and after giving effect to such Restricted
Payment:

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

            (ii) 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 applicable four-quarter period, have been permitted
to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; and

            (iii) such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date of this Indenture (excluding Restricted Payments
permitted by clauses (ii) through (x) of the next succeeding paragraph and the
aggregate amount of outstanding Permitted Investments allowed pursuant to clause
(xvi) of the definition of Permitted Investments), is less than the sum, without
duplication, of:

                  (A) 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 ending after the date of this Indenture to the
            end of the


                                       57
<PAGE>   66
            Company's most recently ended fiscal quarter for which internal
            financial statements are available at the time of such Restricted
            Payment (or, if such Consolidated Net Income for such period is a
            deficit, less 100% of such deficit), plus

                  (B) 100% of the aggregate net cash proceeds received by the
            Company since the date of this Indenture as a contribution to its
            equity capital (other than Disqualified Stock) or from the issue or
            sale of Equity Interests of the Company (other than Disqualified
            Stock) or from the issue or sale of convertible or exchangeable
            Disqualified Stock or convertible or exchangeable debt securities of
            the Company that have been converted into or exchanged for such
            Equity Interests (other than Equity Interests (or Disqualified Stock
            or debt securities) sold to a Subsidiary of the Company), plus

                  (C) the lesser of (x) all cash returns (including dividends,
            interest, distributions, returns of principal and profits on sale)
            on Restricted Investments that were made after the date of this
            Indenture (less the cost of disposition, if any); provided that the
            amount of cash return on such Restricted Investment shall be
            excluded from Consolidated Net Income for purposes of calculating
            clause (iii)(A) above on an after tax basis to the extent included
            in Consolidated Net Income, and (y) the initial amount of such
            Restricted Investment, plus

                  (D) upon redesignation of an Unrestricted Subsidiary as a
            Restricted Subsidiary not in violation of this Indenture, the fair
            market value of the net assets of such Subsidiary.

            The preceding provisions shall not prohibit:

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

            (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of the Company or any Guarantor or
of any Equity Interests of the Company in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary of the Company) of, Equity Interests of the Company (other than
Disqualified Stock); provided that the amount of any such net cash proceeds that
are utilized for any such redemption, repurchase, retirement, defeasance or
other acquisition shall be excluded from clause (iii)(B) of the preceding
paragraph;

            (iii) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of the Company or any Guarantor with the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness;


                                       58
<PAGE>   67
            (iv) the payment of any dividend by a Restricted Subsidiary of the
Company to the holders of its common Equity Interests on a pro rata basis;

            (v) the declaration and payment of dividends to holders of any class
or series of Disqualified Stock of the Company issued after the date of this
Indenture in accordance with Section 4.09 hereof;

            (vi) the declaration and payment of regularly accruing dividends to
holders of any class or series of Designated Preferred Stock of the Company
issued on or after the date of this Indenture; provided that at the time of the
designation of such Preferred Stock as Designated Preferred Stock, and after
giving effect to such designation on a pro forma basis (for purposes of making
determinations on a pro forma basis pursuant to this clause (vi), treating all
dividends which will accrue on such Designated Preferred Stock during the four
full fiscal quarters immediately following such issuance, as well as all other
Designated Preferred Stock then outstanding, as if the same will in fact be, or
have in fact been, paid in cash), the Company would have been able to incur at
least $1.00 of additional Indebtedness (other than Permitted Debt) in accordance
with Section 4.09 hereof;

            (vii) the retirement of any shares of Disqualified Stock of the
Company by conversion into, or by exchange for, shares of Refinancing
Disqualified Stock of the Company, or out of the Net Proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of
other shares of Refinancing Disqualified Stock of the Company;

            (viii) payments to JLL Healthcare LLC in an amount not to exceed
$500,000 per annum to pay its operating and administrative expenses incurred in
the ordinary course of business;

            (ix) payments pursuant to the Tax Sharing Agreement; and

            (x) the repurchase, redemption or other acquisition or retirement
for value of any Equity Interests of the Company or any Restricted Subsidiary of
the Company held by any member of the Company's (or any of its Restricted
Subsidiaries') management pursuant to any management equity subscription
agreement or stock option agreement in effect as of the date of this Indenture;
provided that the aggregate price paid (excluding the cancellation of debt owing
by such management member) for all such repurchased, redeemed, acquired or
retired Equity Interests shall not exceed $2.0 million in any twelve-month
period.

            The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued to or by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined by the Board of Directors.

            For purposes of determining compliance with this Section 4.07, in
the event that a Restricted Payment meets the criteria of more than one of the
types of Restricted Payments described in the above clauses, the Company, in its
sole discretion, may order and classify, and


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<PAGE>   68
from time to time may reorder and reclassify, such Restricted Payment if it
would have been permitted at the time such Restricted Payment was made and at
the time of any such reclassification.

Section 4.08 DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

            (i) pay dividends or make any other distributions on its Capital
Stock to the Company or any of its Restricted Subsidiaries, or with respect to
any other interest or participation in, or measured by, its profits, or pay any
indebtedness owed to the Company or any of its Restricted Subsidiaries;

            (ii) make loans or advances to the Company or any of its Restricted
Subsidiaries; or

            (iii) transfer any of its properties or assets to the Company or any
of its Restricted Subsidiaries.

            However, the preceding restrictions shall not apply to encumbrances
or restrictions existing under or by reasons of:

            (i) Existing Indebtedness as in effect on the date of this Indenture
and any amendments, modifications, restatements, renewals, increases,
supplements, refundings, replacements or refinancings thereof, provided that
such amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings are no more restrictive, taken as a
whole, with respect to such dividend and other payment restrictions than those
contained in such Existing Indebtedness, as in effect on the date of this
Indenture;

            (ii) this Indenture, the Notes and the Subsidiary Guarantees;

            (iii) applicable law;

            (iv) any contract or Capital Stock of a Person acquired by the
Company or any of its Restricted Subsidiaries as in effect at the time of such
acquisition (except to the extent such contract was entered into in connection
with or in contemplation of such acquisition), which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person,
other than the Person and its Subsidiaries, or the property or assets of the
Person and its Subsidiaries, so acquired, provided that, in the case of any such
contract evidencing Indebtedness, such Indebtedness was permitted by the terms
of this Indenture to be incurred;

            (v) customary non-assignment provisions in leases or other
agreements entered into in the ordinary course of business and consistent with
past practices;


                                       60
<PAGE>   69
            (vi) customary restrictions in Capital Lease Obligations, security
agreements or mortgages securing Indebtedness of the Company or a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the property
subject to such Capital Lease Obligations, security agreements and mortgages;

            (vii) any agreement for the sale or other disposition of a
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary
pending its sale or other disposition;

            (viii) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced;

            (ix) Liens securing Indebtedness that limit the right of the debtor
to dispose of the assets subject to such Lien;

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

            (xi) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of business;

            (xii) contracts entered into in the ordinary course of business, not
relating to any Indebtedness, and that do not, individually or in the aggregate,
detract from the value of property or assets of the Company or any Restricted
Subsidiary in any manner material to the Company or any Restricted Subsidiary;

            (xiii) customary provisions restricting dispositions of real
property interests set forth in any reciprocal easement agreements of the
Company or any Restricted Subsidiary;

            (xiv) Indebtedness or other contractual requirements of a
Receivables Subsidiary in connection with a Qualified Receivables Transaction,
provided that such restrictions apply only to such Receivables Subsidiary; and

            (xv) restrictions on the transfer of property or assets required by
any regulatory authority having jurisdiction over the Company or any Restricted
Subsidiary or any of their businesses.

Section 4.09 INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

            The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock


                                       61
<PAGE>   70
and shall not permit any of its Restricted Subsidiaries to issue any shares of
preferred stock; provided, however, that the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, and the Guarantors may
incur Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio
for the Company's most recently ended four full fiscal quarters for which
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued would have been at least 2.0 to 1, if such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued
on or prior to October 15, 2002, or 2.25 to 1, if such additional Indebtedness
is incurred or such Disqualified Stock or preferred stock is issued thereafter,
determined on a pro forma basis (including a pro forma application of the net
proceeds therefrom), as if the additional Indebtedness had been incurred or the
preferred stock or Disqualified Stock had been issued, as the case may be, at
the beginning of such four-quarter period;

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

            (i) the incurrence by the Company and any Guarantor of additional
Indebtedness and letters of credit under Credit Facilities in an aggregate
principal amount at any one time outstanding under this clause (i) (with letters
of credit being deemed to have a principal amount equal to the face amount
thereof) not to exceed $330.0 million plus the greater of (x) $125.0 million and
(y) the amount equal to 85% of the net book value of receivables and 65% of the
net book value of inventory of the Company and its Restricted Subsidiaries on a
consolidated basis at the time such Indebtedness is incurred, as determined in
accordance with GAAP, less the aggregate amount of all scheduled repayments and
mandatory prepayments, of the principal amount of any term Indebtedness under a
Credit Facility (other than repayments that are concurrently reborrowed) that
have actually been made since the date of this Indenture and less the aggregate
amount of all Net Proceeds of Asset Sales that have actually been applied by the
Company or any of its Restricted Subsidiaries since the date of this Indenture
to repay revolving credit Indebtedness to the extent that the corresponding
revolving credit commitments have been permanently reduced under a Credit
Facility pursuant to Section 4.10 hereof (provided that such amount shall be
reduced to the extent of any reduction or elimination of any commitment under
any Credit Facility resulting from or relating to the consummation of any
Qualified Receivables Transaction; provided that such reduction shall apply only
for so long as such Qualified Receivables Transaction is in effect);

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

            (iii) the incurrence by the Company and the Guarantors of
Indebtedness represented by the Notes and the related Subsidiary Guarantees to
be issued on the date of this Indenture and the Exchange Notes and the related
Subsidiary Guarantees to be issued pursuant to the Registration Rights
Agreement;


                                       62
<PAGE>   71
            (iv) the incurrence by the Company or any of its Restricted
Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage
financings or purchase money obligations, in each case, incurred for the purpose
of financing all or any part of the purchase price or cost of construction or
improvement of property, plant or equipment used in the business of the Company
or such Restricted Subsidiary, in an aggregate principal amount, including all
Permitted Refinancing Indebtedness incurred to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (iv), not to exceed the greater of
$25.0 million and 3% of Total Assets at any time outstanding;

            (v) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace Indebtedness (other
than intercompany Indebtedness) that was permitted by this Indenture to be
incurred under the first paragraph of this Section 4.09 or clauses (ii), (iii),
(iv), (v), (xiv) or (xviii) of this paragraph;

            (vi) the incurrence by the Company or any of its Restricted
Subsidiaries of intercompany Indebtedness between or among the Company and any
of its Restricted Subsidiaries; provided, however, that:

                  (A) if the Company or any Guarantor is the obligor on such
            Indebtedness, unless such Indebtedness is owing to the Company or
            another Guarantor, such Indebtedness must be expressly subordinated
            to the prior payment in full in cash of all Obligations with respect
            to the Notes, in the case of the Company, or the Subsidiary
            Guarantee, in the case of a Guarantor; and

                  (B) (x) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Company or a Restricted Subsidiary thereof and
            (y) any sale or other transfer of any such Indebtedness to a Person
            that is not either the Company or a Restricted Subsidiary thereof;
            shall be deemed, in each case, to constitute an incurrence of such
            Indebtedness by the Company or such Restricted Subsidiary, as the
            case may be, that was not permitted by this clause (vi);

            (vii) the issuance by any Restricted Subsidiary of preferred stock
to the Company and any of its Restricted Subsidiaries; provided, however, that
(a) any subsequent issuance or transfer of Equity Interests that results in any
such preferred stock being held by a Person other than the Company or a
Restricted Subsidiary thereof and (b) any sale or other transfer of any such
preferred stock to a Person that is not either the Company or a Restricted
Subsidiary thereof; shall be deemed, in each case, to constitute an issuance of
such preferred stock by such Restricted Subsidiary that was not permitted by
this clause (vii);

            (viii) the issuance of Refinancing Disqualified Stock, Refinancing
Preferred Stock and Refinancing Subsidiary Preferred Stock;


                                       63
<PAGE>   72
            (ix) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging (x) interest rate risk with respect to any floating or fixed rate
Indebtedness that is permitted by the terms of this Indenture to be outstanding
or (y) fluctuations in foreign currency exchange rates or commodity prices, with
respect to currencies or commodities used by the Company or its Restricted
Subsidiaries in the ordinary course of business;

            (x) the guarantee by the Company or any of the Guarantors of
Indebtedness of the Company or a Restricted Subsidiary of the Company that was
permitted to be incurred by another provision of this Section 4.09;

            (xi) the accrual of interest, the accretion or amortization of
original issue discount, the payment of interest on any Indebtedness in the form
of additional Indebtedness with the same terms, and the payment of dividends on
Disqualified Stock in the form of additional shares of the same class of
Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Stock for purposes of this Section 4.09; provided, in
each such case, that the amount thereof is included in Fixed Charges of the
Company as accrued;

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

            (xiii) Indebtedness of the Company or any of its Restricted
Subsidiaries represented by letters of credit for the account of the Company or
such Restricted Subsidiary, as the case may be, including, without limitation,
in order to provide security for workers' compensation claims or payment
obligations in connection with self-insurance and other Indebtedness with
respect to workers' compensation claims, self-insurance and similar obligations
of the Company or any Restricted Subsidiary;

            (xiv) the incurrence by the Company of additional Indebtedness in an
aggregate principal amount (or accreted value, as applicable) (which amount may,
but need not be, incurred in whole or in part under the Credit Facilities) at
any time outstanding, including all Permitted Refinancing Indebtedness incurred
to refund, refinance or replace any Indebtedness incurred pursuant to this
clause (xiv), not to exceed $65.0 million;

            (xv) Indebtedness arising from any agreement entered into by the
Company or any of its Restricted Subsidiaries providing for indemnification,
purchase price adjustment, holdback, contingency payment obligations based on
the performance of the acquired or disposed assets or similar obligations (other
than Guarantees of Indebtedness) incurred by any Person in connection with the
acquisition or disposition of assets permitted by this Indenture;

            (xvi) trade letters of credit, performance and surety bonds,
completion guarantees or similar arrangements of the Company or any of its
Restricted Subsidiaries in the ordinary course of business;


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<PAGE>   73
                  (xvii) Physician Support Obligations incurred by the Company
or any of its Restricted Subsidiaries;

                  (xviii) Acquired Debt of Restricted Subsidiaries acquired or
assumed by the Company or another Restricted Subsidiary of the Company, or
resulting from the merger or consolidation of one or more Persons into or with
one or more Restricted Subsidiaries of the Company; provided, that (a) such
Acquired Debt is not incurred in contemplation of the respective acquisition,
merger or consolidation, and (b) after giving effect to any Acquired Debt
acquired or assumed pursuant to this clause (xviii), the Company would 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 this
Section 4.09; and

                  (xix) the incurrence by a Receivables Subsidiary of
Indebtedness in a Qualified Receivables Transaction.

                  For purposes of determining compliance with this Section 4.09,
in the event that an item of proposed Indebtedness meets the criteria of more
than one of the categories of Permitted Debt described in clauses (i) through
(xix) above, or is entitled to be incurred pursuant to the first paragraph of
this Section 4.09, the Company shall be permitted to classify such item of
Indebtedness on the date of its incurrence, or from time to time reclassify all
or a portion of such item of Indebtedness, in any manner that complies with this
Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued and authenticated under this Indenture shall be
deemed to have been incurred on such date in reliance on the exception provided
by clause (i) of the definition of Permitted Debt.

Section 4.10      ASSET SALES.

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

                  (i) the Company (or the Restricted Subsidiary, as the case may
be) receives consideration at the time of such Asset Sale at least equal to the
fair market value of the assets or Equity Interests issued or sold or otherwise
disposed of;

                  (ii) such fair market value is determined by the Company's
Board of Directors and evidenced by a resolution of the Board of Directors; and

                  (iii) at least 75% of the consideration therefor received by
the Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents other than in the case where the Company or such Restricted
Subsidiary is undertaking a Hospital Swap. For purposes of this provision, each
of the following shall be deemed to be cash:

                        (A) any liabilities (as shown on the Company's or such
         Restricted Subsidiary's most recent balance sheet), of the Company or
         any Restricted Subsidiary (other than contingent liabilities and
         liabilities that are by their terms subordinated to the Notes or any
         Subsidiary Guarantee)

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<PAGE>   74
         that are assumed by the transferee of any such assets pursuant to a
         novation agreement that releases the Company or such Restricted
         Subsidiary from further liability; and

                        (B) any securities, notes or other obligations received
         by the Company or any such Restricted Subsidiary from such transferee
         that are (subject to ordinary settlement periods) converted by the
         Company or such Restricted Subsidiary into cash (to the extent of the
         cash received in that conversion) within 180 days of the applicable
         Asset Sale.

                  Notwithstanding the foregoing, the 75% limitation referred to
in clause (iii) shall not apply to any Asset Sale in which the cash or Cash
Equivalents portion of the consideration received therefrom, determined in
accordance with the foregoing provision, is equal to or greater than what the
after-tax proceeds would have been had such Asset Sale complied with the
aforementioned 75% limitation.

                  Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Company may apply such Net Proceeds at its option:

                  (i) to repay Senior Debt and, if the Senior Debt repaid is
revolving credit Indebtedness, to correspondingly reduce commitments with
respect thereto;

                  (ii) to acquire all or substantially all of the assets of, or
the Voting Stock of, another Permitted Business;

                  (iii) to make capital expenditures; or

                  (iv) to acquire other assets that are used or useful in a
Permitted Business;

provided that the requirements of clauses (ii)-(iv) above shall be deemed to be
satisfied if an agreement (including a lease, whether a capital lease or an
operating lease) committing to make the acquisitions or expenditures referred to
therein is entered into by the Company or its Restricted Subsidiary within 365
days after the receipt of such Net Proceeds and such Net Proceeds are applied in
accordance with such agreement.

                  Notwithstanding the foregoing, in the event that a Restricted
Subsidiary dividends or distributes to all of its stockholders on a pro rata
basis any proceeds of an Asset Sale to the Company or another Restricted
Subsidiary, the Company or such Restricted Subsidiary need only apply its share
of such proceeds in accordance with the preceding clauses (i) through (iv).

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

                  Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the preceding paragraph will constitute "Excess
Proceeds." When the aggregate amount of

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<PAGE>   75
Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale
Offer to all Holders of Notes and all holders of other Indebtedness that is pari
passu with the Notes containing provisions similar to those set forth in this
Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
offer price in any Asset Sale Offer will be equal to 100% of principal amount
plus accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use such Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and such other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu Indebtedness to be purchased on a pro
rata basis based on the principal amount of Notes and such other pari passu
Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero.

                  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 each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sales
provisions of this Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

                  The agreements governing the Company's outstanding Senior Debt
currently prohibit the Company from purchasing any Notes, and also provides that
certain change of control or asset sale events with respect to the Company would
constitute a default under these agreements. Any future credit agreements or
other agreements relating to Senior Debt to which the Company becomes a party
may contain similar restrictions and provisions. In the event a Change of
Control or Asset Sale occurs at a time when the Company is prohibited from
purchasing Notes, the Company could seek the consent of its senior lenders to
the purchase of Notes or could attempt to refinance the borrowings that contain
such prohibition. If the Company does not obtain such a consent or repay such
borrowings, the Company shall remain prohibited from purchasing Notes. In such
case, the Company's failure to purchase tendered Notes would constitute an Event
of Default under this Indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in this
Indenture would likely restrict payments to the Holders of Notes.

Section 4.11      TRANSACTIONS WITH AFFILIATES.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

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<PAGE>   76
                  (i) such Affiliate Transaction is on terms that are no less
favorable to the Company or the relevant Restricted Subsidiary than those that
would have been obtained in a comparable transaction by the Company or such
Restricted Subsidiary with an unrelated Person; and

                  (ii) the Company delivers to the Trustee:

                        (A) with respect to any Affiliate Transaction or series
         of related Affiliate Transactions involving aggregate consideration in
         excess of $5.0 million, a resolution of the Board of Directors set
         forth in an Officers' Certificate certifying that such Affiliate
         Transaction complies with this Section 4.11 and that such Affiliate
         Transaction has been approved by a majority of the disinterested
         members of the Board of Directors; and

                        (B) with respect to any Affiliate Transaction or series
         of related Affiliate Transactions involving aggregate consideration in
         excess of $10.0 million, an opinion as to the fairness to the Holders
         of such Affiliate Transaction from a financial point of view issued by
         an accounting, appraisal or investment banking firm of national
         standing.

                  The following items shall not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of the prior
paragraph:

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

                  (ii) transactions between or among the Company and/or its
Restricted Subsidiaries;

                  (iii) the payment of management fees to any Affiliate of the
Company not to exceed in the aggregate to all Affiliates, in any twelve-month
period, the greater of (a) $1.0 million and (b) an amount equal to 1% of
Consolidated Cash Flow and the reimbursement of expenses incurred by Affiliates
from time to time in the course of providing management, investment banking,
commercial banking, or financial advisory services to, or monitoring their
investments in, the Company;

                  (iv) Restricted Payments that are permitted by the provisions
of Section 4.07;

                  (v) loans and advances to officers and employees of the
Company or any of its Restricted Subsidiaries for bona fide business purposes in
the ordinary course of business;

                  (vi) transactions between the Company and any of its
Affiliates involving investment banking, commercial banking, financial advisory
and related activities;

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<PAGE>   77
                  (vii) issuances of securities or payments or distributions in
connection with employment incentive plans, employee stock plans, employees
stock option plans and similar plans and arrangements approved by the Board of
Directors of the Company;

                  (viii) sales and issuances of the Capital Stock of the Company
(other than Disqualified Stock) to the extent otherwise permitted under this
Indenture;

                  (ix) any agreements or arrangements in effect on, or entered
into on or prior to, the date of this Indenture (including the Tax Sharing
Agreement), or any amendment, modification, or supplement thereto or any
replacement thereof, so long as any such amendment, modification, supplement or
replacement agreement is not materially more disadvantageous to the Holders of
the Notes than the original agreements as in effect on the date of this
Indenture, and any transactions contemplated by any of the foregoing agreements
or arrangements;

                  (x) the existence of, or the performance by the Company or any
of its Restricted Subsidiaries of its obligations under the terms of, any
stockholders agreement, partnership agreement or limited liability company
members agreement (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the date of this
Indenture and any similar agreements which it may enter into thereafter, in each
case subject to compliance with the other provisions of this Indenture;
provided, however, that the existence, or the performance by the Company or any
of its Restricted Subsidiaries of obligations under any future amendment to any
such existing agreement or under any similar agreement entered into after the
date of this Indenture shall only be permitted by this clause (x) to the extent
that the terms (taken as a whole) of any such amendment or new agreement are not
otherwise materially disadvantageous to the holders of the Notes;

                  (xi) payments in respect of fees, costs and expenses incurred
in connection with the Transactions; and

                  (xii) transactions between or among the Company and/or its
Subsidiaries or transactions between a Receivables Subsidiary and any Person in
which the Receivables Subsidiary has an Investment.

Section 4.12      LIENS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien of any kind securing Indebtedness or trade payables on
any asset now owned or hereafter acquired, except Permitted Liens, unless:

                  (i) if such Lien secures Indebtedness which is subordinated to
the Notes, any such Lien shall be subordinated to the Lien granted to the
holders of the Notes to the same extent as such Indebtedness is subordinated to
the Notes; and

                  (ii) in all other cases, the Notes are equally and ratably
secured.

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SECTION 4.13      CORPORATE EXISTENCE.

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

SECTION 4.14      OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

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

                  On the Change of Control Payment Date, the Company shall, to
the extent lawful:

                  (i) accept for payment all Notes or portions thereof properly
tendered 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 Notes or portions thereof so
tendered; and

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<PAGE>   79
                  (iii) deliver or cause to be delivered to the Trustee the
Notes so accepted together with an Officers' Certificate stating the aggregate
principal amount of Notes or portions thereof being purchased by the Company.

                  (b) The Paying Agent shall promptly mail to each Holder of
Notes so tendered the Change of Control Payment for such Notes, and the Trustee
will promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any; provided that each such new Note shall be in a
principal amount of $1,000 or an integral multiple thereof.

                  (c) Prior to complying with any of the provisions of this
Section 4.14, but in any event within 90 days following a Change of Control, the
Company shall either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Notes required by this Section 4.14. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

                  (d) The Company shall first comply with the covenant in the
first sentence in the immediately preceding paragraph before it shall be
required to repurchase Notes pursuant to the provisions described above. The
Company's failure to comply with the covenant described in the immediately
preceding sentence may (with notice and lapse of time) constitute an Event of
Default described under clause (ii) under Section 6.01.

                  (e) The provisions described above that require the Company to
make a Change of Control Offer following a Change of Control will be applicable
regardless of whether any other provisions of this Indenture are applicable.
Except as described above with respect to a Change of Control, this Indenture
does not contain provisions that permit the Holders of the Notes to require that
the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.

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

SECTION 4.15      NO SENIOR SUBORDINATED DEBT.

                  The Company shall not incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of the Company and senior in any respect in
right of payment to the Notes. No Guarantor shall incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to the Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.

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SECTION 4.16      ADDITIONAL SUBSIDIARY GUARANTEES.

                  If the Company or any of its Restricted Subsidiaries acquires
or creates another Domestic Subsidiary or if any Restricted Subsidiary becomes a
Domestic Subsidiary of the Company after the date of this Indenture, then that
newly acquired or created Domestic Subsidiary must become a Guarantor and
execute a supplemental indenture and deliver an Opinion of Counsel to the
Trustee; provided, that no such Domestic Subsidiary shall be required to become
a Guarantor, execute a supplemental indenture and deliver an Opinion of Counsel
(a) for so long as a Credit Agreement shall be in effect, if it is not an
obligor thereunder and is not required to deliver a Guarantee under such Credit
Agreement of the obligations of the Company thereunder or (b) if such Domestic
Subsidiary is a Receivables Subsidiary.

SECTION 4.17      BUSINESS ACTIVITIES.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, engage in any business other than Permitted Businesses, except to
such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole. Any Receivables Subsidiary and any Subsidiary
thereof may engage in a business related or ancillary to a Qualified Receivables
Transaction.

SECTION 4.18      DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

                  The Board of Directors may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation would not cause a Default.
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary so designated shall be deemed
to be an Investment made as of the time of such designation and shall either
reduce the amount available for Restricted Payments under the first paragraph of
Section 4.07 hereof or reduce the amount available for future Investments under
one or more clauses of the definition of Permitted Investments, as the Company
shall determine. That designation shall only be permitted if such Investment
would be permitted at that time and if such Restricted Subsidiary otherwise
meets the definition of an Unrestricted Subsidiary. The Board of Directors may
redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the
redesignation would not cause a Default.

                                    ARTICLE 5
                                   SUCCESSORS

SECTION 5.01      MERGER, CONSOLIDATION, OR SALE OF ASSETS.

                  The Company may not, directly or indirectly: (1) consolidate
or merge with or into another Person (whether or not the Company is the
surviving corporation); or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person; unless:

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<PAGE>   81
                  (i) either: (A) the Company is the surviving corporation; or
(B) the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, assignment, transfer, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia;

                  (ii) the Person formed by or surviving any such consolidation
or merger (if other than the Company) or the Person to which such sale,
assignment, transfer, conveyance or other disposition shall have been made
assumes all the obligations of the Company under the Notes, this Indenture and
the Registration Rights Agreement pursuant to agreements reasonably satisfactory
to the Trustee;

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

                  (iv) the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made,
shall, on the date of such transaction after giving pro forma effect thereto and
any related financing transactions as if the same had occurred at the beginning
of the applicable four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
forth in the first paragraph of Section 4.09 hereof.

                  In addition, the Company shall not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. This Section 5.01 shall not apply to
(x) a merger, consolidation, sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and any Guarantor or (y)
transfers of accounts receivable and related assets of the type specified in the
definition of "Qualified Receivables Transaction" (or a fractional undivided
interest therein) by a Receivables Subsidiary in a Qualified Receivables
Transaction.

                  Notwithstanding the foregoing clause (iv), the Company may
merge with an Affiliate incorporated or organized solely either (A) for the
purpose of reincorporating or reorganizing the Company in another jurisdiction
or (B) to realize tax benefits without complying with the foregoing clause (iv)
provided, that, immediately after giving effect to such transaction on a pro
forma basis, either (x) the surviving entity could incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) under Section 4.09
hereof and (y) the Fixed Charge Coverage Ratio of the surviving entity is not
less than the Fixed Charge Coverage Ratio of the Company immediately prior to
such transaction and the surviving entity conducts no business other than a
Permitted Business except to such extent as would not be material to such
surviving entity and its Restricted Subsidiaries taken as a whole.

SECTION 5.02      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

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accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, 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, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

                  Each of the following is an Event of Default:

                  (i) default for 30 days in the payment when due of interest
on, or Liquidated Damages with respect to, the Notes (whether or not prohibited
by Article 10 hereof);

                  (ii) default in payment when due of the principal of, or
premium, if any, on the Notes (whether or not prohibited by Article 10 hereof);

                  (iii) failure by the Company or any of its Restricted
Subsidiaries to comply with Sections 4.10 or 5.01 hereof;

                  (iv) failure by the Company or any of its Subsidiaries to
comply with any of the other covenants in this Indenture for a period of 60
consecutive days after written notice by the Trustee or by the Holders of at
least 25% in principal amount of the Notes;

                  (v) default under any mortgage, indenture or instrument under
which there is issued and outstanding any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the date of this
Indenture, if that default:

                  (A) is caused by a failure to pay principal at the final
         stated maturity of such Indebtedness (a "Payment Default"); or

                  (B) results in the acceleration of such Indebtedness prior to
         its express maturity,

in the case of both clauses (A) and (B), only if the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under

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which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates $10.0 million or more;

                  (vi) failure by the Company or any of its Subsidiaries to pay
final judgments aggregating in excess of $10.0 million (net of any amounts
covered by insurance or indemnity arrangements provided by a reputable and
creditworthy insurance company or other Person), which judgments are not paid,
discharged or stayed for a period of 60 consecutive days after such judgments
become final and non-appealable;

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

         (A) commences a voluntary case,

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

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

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

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

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

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

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

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

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

SECTION 6.02      ACCELERATION.

                  In the case of an Event of Default arising from an Event of
Default specified in clauses (vii) and (viii) of Section 6.01 hereof, with
respect to the Company, all outstanding Notes will become due and payable
immediately without further action or notice. If any other Event of

                                       75
<PAGE>   84
Default occurs and is continuing, the Trustee (upon request of Holders of at
least 25% in principal amount of the Notes then outstanding) or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable by notice in writing to the Company and the
Trustee specifying the respective Event of Default and that such notice is a
"notice of acceleration" (the "Acceleration Notice"), and the same (i) shall
become immediately due and payable or (ii) if there are any amounts outstanding
under the Credit Agreement, shall become immediately due and payable upon the
first to occur of an acceleration under the Credit Agreement or five Business
Days after receipt by the Company and the Representative under the Credit
Agreement of such Acceleration Notice but only if such Event of Default is then
continuing. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

                  If an Event of Default occurs on or after October 15, 2004, by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company in bad faith with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected
to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of
the Notes, an equivalent premium shall also become and be immediately due and
payable, to the extent permitted by law, anything in this Indenture or in the
Notes to the contrary notwithstanding. If an Event of Default occurs prior to
October 15, 2004, by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company in bad faith with the intention of
avoiding the prohibition on redemption of the Notes prior to October 15, 2004,
then, upon acceleration of the Notes, an additional premium shall also become
and be immediately due and payable in an amount, for each of the years beginning
on each of the years set forth below, as set forth below (expressed as a
percentage of the aggregate principal amount to the date of payment that would
otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>
                  YEAR                                                                       PERCENTAGE
                  ----                                                                       ----------
<S>                                                                                          <C>
                  2000.......................................................................113.000%
                  2001.......................................................................111.375%
                  2002.......................................................................109.750%
                  2003.......................................................................108.125%
                  2004.......................................................................106.500%
                  2005.......................................................................104.875%
</TABLE>

SECTION 6.03      OTHER REMEDIES.

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

                                       76
<PAGE>   85
                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

SECTION 6.04      WAIVER OF PAST DEFAULTS.

                  Holders of not less than a majority in aggregate principal
amount of the then outstanding Notes by notice to the Trustee may on behalf of
the Holders of all of the Notes waive an existing Default or Event of Default
and its consequences hereunder, except a continuing Default or Event of Default
in the payment of the principal of, premium and Liquidated Damages, if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

SECTION 6.05      CONTROL BY MAJORITY.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

SECTION 6.06      LIMITATION ON SUITS.

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

                  (i) the Holder of a Note 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 Notes make a written request to the Trustee to pursue the
remedy;

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

                  (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

                                       77
<PAGE>   86
                  (v) during such 60-day period the Holders of a majority in
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request.

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

SECTION 6.07      RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

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

SECTION 6.08      COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(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 for the
whole amount of principal of, premium and Liquidated Damages, if any, and
interest remaining unpaid on the Notes and interest on overdue principal and, to
the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.09      TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and
the Holders of the Notes allowed in any judicial proceedings relative to the
Company (or any other obligor upon the Notes), its creditors or its property and
shall be entitled and empowered to collect, receive and distribute any money or
other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization,

                                       78
<PAGE>   87
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 6.10      PRIORITIES.

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

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

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

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

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

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 6.11 does not apply to a suit by the Trustee, a
suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders
of more than 10% in principal amount of the then outstanding Notes.

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01      DUTIES OF TRUSTEE.

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

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<PAGE>   88
                  (b) Except during the continuance of an Event of Default:

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

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

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

                  (i) this paragraph does not limit the effect of paragraph (b)
of this Section 7.01;

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

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

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

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

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

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<PAGE>   89
SECTION 7.02      RIGHTS OF TRUSTEE.

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

                 (b) Before the Trustee acts or refrains from acting, it may
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 of its selection and the written advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
from liability in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon.

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

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

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

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

                  (g) The Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact
such a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Notes and this Indenture.

                  (h) The rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

SECTION 7.03      INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee

                                       81
<PAGE>   90
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

SECTION 7.04      TRUSTEE'S DISCLAIMER.

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

SECTION 7.05      NOTICE OF DEFAULTS.

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

SECTION 7.06      REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

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

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

SECTION 7.07      COMPENSATION AND INDEMNITY.

                  The Company and each Guarantor, jointly and severally,
covenant and agree to pay to the Trustee from time to time such reasonable
compensation as shall be agreed in writing for its acceptance of this Indenture
and services hereunder. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company and each
Guarantor, jointly and severally covenant and agree to reimburse the Trustee
promptly upon

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<PAGE>   91
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 and each Guarantor, jointly and severally,
covenant and agree to indemnify each of the Trustee or any predecessor Trustee
for, and to hold them harmless against, any and all loss, damage, claims,
liability or expense, including taxes (other than taxes based upon, measured by
or determined by the income of the Trustee), arising out of or in connection
with the acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim (whether
asserted by the Company, or any Guarantor, or any Holder or any other Person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except to the extent that such loss, claim, liability or
expense is due to its own negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company or any Guarantor
of its obligations hereunder. The Company and each Guarantor covenant and agree
to defend the claim and the Trustee shall cooperate in the defense. The Trustee
may have separate counsel and the Company and each Guarantor, jointly and
severally, covenant and agree to pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.

                  The obligations of the Company and each Guarantor, jointly and
severally, under this Section 7.07 shall survive the satisfaction and discharge
of this Indenture.

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

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

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

SECTION 7.08      REPLACEMENT OF TRUSTEE.

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

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

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<PAGE>   92
                  (a) the Trustee fails to comply with Section 7.10 hereof;

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

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

                  (d) the Trustee becomes incapable of acting.

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

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of at least 10% in principal amount of the then
outstanding Notes may petition any, at the expense of the Company, 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 Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.09      SUCCESSOR TRUSTEE BY MERGER, ETC.

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

SECTION 7.10      ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or

                                       84
<PAGE>   93
examination by federal or state authorities and that has a combined capital and
surplus of at least $50 million as set forth in its most recent published annual
report of condition.

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

SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01      OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8.

SECTION 8.02      LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its Obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all of its obligations
under such Notes and this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise
terminated or discharged hereunder:

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

                  (ii) the Company's obligations with respect to such Notes
under Article 2 and Section 4.02 hereof;

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<PAGE>   94
                  (iii) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith; and

                  (iv) this Article 8.

                  Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

SECTION 8.03      COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company and each Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from their respective obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and
4.19 hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(iii) through 6.01(vii) hereof shall not constitute Events of Default.

SECTION 8.04      CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  (i) the Company must irrevocably deposit, with the Trustee, in
trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, or interest and premium and Liquidated
Damages, if any, on the outstanding Notes on the stated maturity thereof or on
the applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;

                  (ii) in the case of Legal Defeasance, the Company must deliver
to the Trustee an Opinion of Counsel in the United States reasonably acceptable
to the Trustee confirming that

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(A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or (B) since the date of this Indenture, there has
been a change in the applicable 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 Notes 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 Covenant Defeasance, the Company must
deliver to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;

                  (iv) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar
as Events of Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 91st day after the date of deposit;

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

                  (vi) the Company must deliver to the Trustee an Opinion of
Counsel in the United States to the effect that, assuming no intervening
bankruptcy of the Company or any Guarantor between the date of deposit and the
91st day following the deposit and assuming that no Holder is an "insider" of
the Company under applicable bankruptcy law, 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 and remedies generally;

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

                  (viii) the Company must deliver to the Trustee an Officers'
Certificate and an Opinion of Counsel in the United States, each stating that
all conditions precedent provided for or relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

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SECTION 8.05      DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
                  OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

                  The Company and each Guarantor, jointly and severally,
covenant and agree to pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.04 hereof which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(ii) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

SECTION 8.06      REPAYMENT TO COMPANY.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium,
interest or Liquidated Damages, if any, on any Note 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 Note
shall thereafter, as a secured creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times (national edition) 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.

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SECTION 8.07      REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.02 or 8.03 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 each Guarantor's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium, if
any, or interest on any Note following the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01      WITHOUT CONSENT OF HOLDERS OF NOTES.

                  Notwithstanding Section 9.02 hereof, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Notes or
the Subsidiary Guarantees without the consent of any Holder of a Note:

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

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

                  (iii) to provide for the assumption of the Company's or any
Guarantor's obligations to the Holders of the Notes by a successor to the
Company or a Guarantor pursuant to Article 5 or Article 11 hereof;

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

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

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

                  (vii) to allow any Guarantor to execute a supplemental
indenture and/or a Subsidiary Guarantee with respect to the Notes.

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

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receipt by the Trustee of the documents described in Section 7.02 hereof, the
Trustee shall join with the Company and the Guarantors in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.02      WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 9.02, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture (including
Section 3.09, 4.10 and 4.14 hereof), the Notes or the Subsidiary Guarantees with
the consent of the Holders of at least a majority in principal amount Notes
(including Additional Notes, if any) then outstanding voting as a single class
(including consents obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof,
any existing Default or Event of Default (other than a Default or Event of
Default in the payment of the principal of, premium, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture, the Notes or the
Subsidiary Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including Additional
Notes, if any) voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

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

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

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class may waive
compliance in a particular

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instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

                  (ii) reduce the principal of or change the fixed maturity of
any Note or alter or waive any of the provisions with respect to the redemption
of the Notes, (other than provisions relating to Sections 3.09, 4.10 or 4.14
hereof);

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

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

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

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

                  (vii) waive a redemption payment with respect to any Note,
(other than a payment required by Section 3.09, 4.10 or 4.14 hereof);

                  (viii) make any change in the foregoing amendment and waiver
provisions; or

                  (ix) release any Guarantor from any of its obligations under
its Subsidiary Guarantee or this Indenture, except in accordance with the terms
of this Indenture.

SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

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

SECTION 9.04      REVOCATION AND EFFECT OF CONSENTS.

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

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An amendment, supplement or waiver becomes effective in accordance with its
terms and thereafter binds every Holder.

SECTION 9.05      NOTATION ON OR EXCHANGE OF NOTES.

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

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

SECTION 9.06      TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon an Officers' Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture and that such amendment is the
legal, valid and binding obligation of the Company and any Guarantors,
enforceable against them in accordance with their terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).

                                   ARTICLE 10
                                  SUBORDINATION

SECTION 10.01     AGREEMENT TO SUBORDINATE.

                  The Company agrees, and each Holder by accepting a Note
agrees, that the principal of and premium, interest and Liquidated Damages, if
any, and any other Obligations on, or relating to the Notes are subordinated in
right of payment, to the extent and in the manner provided in this Article 10,
to the prior payment in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (iii) and (iv) of the definition
thereof) of all Senior Debt of the Company (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt.

SECTION 10.02     CERTAIN DEFINITIONS.

                  "Designated Senior Debt" means:

                  (i) any Indebtedness under or in respect of the Credit
Agreement; and

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                  (ii) any other Senior Debt permitted under this Indenture the
principal amount of which is $25.0 million or more and that has been designated
by the Company in the instrument or agreement relating to the same as
"Designated Senior Debt."

                  "Permitted Junior Securities" means debt or equity securities
of the Company or any successor corporation issued pursuant to a plan of
reorganization or readjustment of the Company that are subordinated to the
payment of all then outstanding Senior Debt of the Company at least to the same
extent that the Notes are subordinated to the payment of all Senior Debt of the
Company on the date of this Indenture, so long as:

                  (i) the effect of the use of this defined term in the
provisions of Article 10 hereof is not to cause the Notes to be treated as part
of (A) the same class of claims as the Senior Debt of the Company or (B) any
class of claims pari passu with, or senior to, the Senior Debt of the Company
for any payment or distribution in any case or proceeding or similar event
relating to the liquidation, insolvency, bankruptcy, dissolution, winding up or
reorganization of the Company; and

                  (ii) to the extent that any Senior Debt of the Company
outstanding on the date of consummation of any such plan of reorganization or
readjustment is not paid in full in cash or Cash Equivalents (other than Cash
Equivalents of the type referred to in clauses (iii) and (iv) of the definition
thereof) on such date, either (A) the holders of any such Senior Debt not so
paid in full in cash or Cash Equivalents (other than Cash Equivalents of the
type referred to in clauses (iii) and (iv) of the definition thereof) have
consented to the terms of such plan of reorganization or readjustment or (B)
such holders receive securities which constitute Senior Debt of the Company
(which are guaranteed pursuant to guarantees constituting Senior Debt of each
Guarantor) and which have been determined by the relevant court to constitute
satisfaction in full in money or money's worth of any Senior Debt of the Company
(and any related Senior Debt of the Guarantors) not paid in full in cash or Cash
Equivalents (other than Cash Equivalents of the type referred to in clauses
(iii) and (iv) of the definition thereof).

                  A "distribution" may consist of cash, securities or other
property, by set-off or otherwise.

SECTION 10.03     LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                  Upon any distribution to creditors of the Company in a
liquidation or dissolution of the Company, in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to the Company or its
property, in an assignment for the benefit of creditors or in any marshalling of
the Company's assets and liabilities:

                  (i) holders of Senior Debt shall be entitled to receive
payment in full in cash or Cash Equivalents (other than Cash Equivalents of the
type referred to in clauses (iii) and (iv) of the definition thereof) of all
Obligations due in respect of such Senior Debt (including interest after the
commencement of any such proceeding at the rate specified in the applicable
Senior Debt, whether or not such interest is an allowable claim) before Holders
of the Notes shall be entitled to receive any payment or distribution of any
kind or character with respect to any Obligations on, or relating to, the Notes
(except that Holders may receive and retain

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(A) Permitted Junior Securities and (B) payments and other distributions made
from any defeasance trust created pursuant to Article 8 hereof, so long as the
trust was created in accordance with all relevant conditions specified in
Article 8 hereof); and

                  (ii) until all Obligations with respect to Senior Debt (as
provided in subsection (i) above) are paid in full, any distribution to which
Holders would be entitled but for this Article 10 shall be made to holders of
Senior Debt (except that Holders of Notes may receive (A) Permitted Junior
Securities and (B) payments and other distributions made from any defeasance
trust created pursuant to Article 8 hereof), as their interests may appear.

SECTION 10.04     DEFAULT ON DESIGNATED SENIOR DEBT.

                  The Company may not make any payment or distribution of any
kind or character to the Trustee or any Holder with respect to any Obligations
on, or relating to, the Notes and may not acquire from the Trustee or any Holder
any Notes for cash or property (other than (x) Permitted Junior Securities and
(y) payments and other distributions made from any defeasance trust created
pursuant to Article 8 hereof, so long as the trust was created in accordance
with all relevant conditions specified in Article 8 hereof) until all principal
and other Obligations with respect to the Senior Debt have been paid in full in
cash or Cash Equivalents (other than Cash Equivalents of the type referred to in
clauses (iii) and (iv) of the definition thereof) if:

                  (i) a default in the payment when due, whether at maturity,
upon redemption, declaration or otherwise, of any principal of, interest on,
unpaid drawings for letters of credit issued in respect of, or any other
Obligations with respect to any Designated Senior Debt of the Company occurs and
is continuing; or

                  (ii) a default, other than a default referred to in clause (i)
of this Section 10.04, on Designated Senior Debt of the Company occurs and is
continuing that then permits holders of such Designated Senior Debt to
accelerate its maturity and the Trustee receives a written notice of such
default (a "Payment Blockage Notice") from the holders or a Representative of
such Designated Senior Debt. If the Trustee receives any such Payment Blockage
Notice, no subsequent Payment Blockage Notice shall be effective for purposes of
this Section 10.04 unless and until at least 360 days shall have elapsed since
the effectiveness of the immediately prior Payment Blockage Notice. No
nonpayment default that existed or was continuing on the date of delivery of any
Payment Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice unless such default shall have been waived
for a period of not less than 90 consecutive days.

                  The Company may and shall resume payments on and distributions
with respect to any Obligations on, or with respect to, the Notes and may
acquire them upon the earlier of:

                  (i) in the case of a default referred to in clause (i) of the
immediately preceding paragraph, the date upon which the default is cured or
waived, or

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                  (ii) in the case of a default referred to in clause (ii) of
the immediately preceding paragraph, the earlier of (A) the date on which all
nonpayment defaults are cured or waived, (B) 179 days after the date of delivery
of the applicable Payment Blockage Notice or (C) the date on which the Trustee
receives notice from the Representative for such Designated Senior Debt
rescinding the Payment Blockage Notice, unless the maturity of any such
Designated Senior Debt has been accelerated.

SECTION 10.05     ACCELERATION OF NOTES.

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

SECTION 10.06     WHEN DISTRIBUTION MUST BE PAID OVER.

                  In the event that the Trustee or any Holder receives any
payment or distribution of any kind or character, whether in cash, properties or
securities, in respect of any Obligations with respect to the Notes (other than
(x) Permitted Junior Securities and (y) payments and other distributions made
from any defeasance trust created pursuant to Article 8 hereof) at a time when
such payment is prohibited by Section 10.03 or 10.04 hereof, such payment shall
be held by the Trustee or such Holder, in trust for the benefit of, and shall be
paid forthwith over and delivered, upon written request, (on a pro rata basis
based on the aggregate principal amount of the Senior Debt), to the holders of
Senior Debt or their Representative under the indenture or other agreement (if
any) pursuant to which such Senior Debt may have been issued for application to
the payment of all Obligations with respect to Senior Debt remaining unpaid to
the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

                  If any Holder or the Trustee is required by any court or
otherwise to deliver payments it received by the Company or Guarantor to a
holder of Senior Debt, any amount so paid to the extent theretofore discharged,
shall be reinstated in full force and effect.

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

SECTION 10.07     NOTICE BY COMPANY.

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

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SECTION 10.08     SUBROGATION.

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

SECTION 10.09     RELATIVE RIGHTS.

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

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

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

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

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

SECTION 10.10     SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

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

SECTION 10.11     DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

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

                  Upon any payment or distribution of assets of the Company
referred to in this Article 10, the Trustee and the Holders of Notes shall be
entitled to conclusively rely upon any order or decree made by any court of
competent jurisdiction or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Notes for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior Debt and
other Indebtedness of the

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Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.12     RIGHTS OF TRUSTEE AND PAYING AGENT.

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

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

SECTION 10.13     AUTHORIZATION TO EFFECT SUBORDINATION.

                  Each Holder of Notes, by the Holder's acceptance thereof,
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination as provided
in this Article 10, and appoints the Trustee to act as such Holder's
attorney-in-fact for any and all such purposes. If the Trustee does not file a
proper proof of claim or proof of debt in the form required in any proceeding
referred to in Section 6.09 hereof at least 30 days before the expiration of the
time to file such claim, the Representatives are hereby authorized to file an
appropriate claim for and on behalf of the Holders of the Notes.

SECTION 10.14     AMENDMENTS

                  Without the consent of at least 75% in principal amount of the
Notes then outstanding (including consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), no waiver or amendment
to this Indenture may make any change in the provisions of this Article 10 that
adversely affects the rights of any Holder of Notes.

                                   ARTICLE 11
                              SUBSIDIARY GUARANTEES

SECTION 11.01     SUBSIDIARY GUARANTEE.

                  Subject to this Article 11, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that:

                                       97
<PAGE>   106
                  (i) the principal of and interest on the Notes will be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and

                  (ii) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

                  Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection. The Guarantors
hereby agree that their obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce the same or
any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. Each Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever and covenant
that this Subsidiary Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

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

                  Each Guarantor agrees that it shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

                                       98
<PAGE>   107
SECTION 11.02     SUBORDINATION OF SUBSIDIARY GUARANTEE.

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

SECTION 11.03     LIMITATION ON GUARANTOR LIABILITY.

                  Each Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Subsidiary Guarantee and this
Article 11 shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Subsidiary Guarantee not constituting a fraudulent transfer or
conveyance.

SECTION 11.04     EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

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

                  Each Guarantor hereby agrees that its Subsidiary Guarantee set
forth in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

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

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

                                       99
<PAGE>   108
                  In the event that the Company creates or acquires any other
Domestic Subsidiaries subsequent to the date of this Indenture, or if any
current or future Subsidiaries become Domestic Subsidiaries subsequent to the
date of this Indenture, if required by Section 4.17 hereof, the Company shall
cause such Subsidiaries to execute supplemental indentures to this Indenture in
accordance with Section 4.17 hereof, and this Article 11, to the extent
applicable.

SECTION 11.05     GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

                  No Guarantor may consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person) another corporation,
Person or entity whether or not affiliated with such Guarantor unless:

                  (i) subject to Section 11.06 hereof, the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor)
assumes all the obligations of such Guarantor, pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee, under
the Notes, this Indenture, the Registration Rights Agreement and the Subsidiary
Guarantee on the terms set forth herein or therein; and

                  (ii) immediately after giving effect to such transaction, no
Default or Event of Default exists.

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

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

SECTION 11.06     RELEASES FOLLOWING SALE OF ASSETS.

                  In the event of a sale or other disposition of all of the
assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale
or other disposition of all of the capital stock of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of

                                      100
<PAGE>   109
merger, consolidation or otherwise, of all of the capital stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition of all or substantially all of the assets of such Guarantor)
will be released and relieved of any obligations under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition are applied in
accordance with the applicable provisions of this Indenture, including without
limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of
an Officers' Certificate and an Opinion of Counsel to the effect that such sale
or other disposition was made by the Company in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof,
the Trustee shall execute any documents reasonably required in order to evidence
the release of any Guarantor from its obligations under its Subsidiary
Guarantee.

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

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

SECTION 12.01     SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall be discharged and shall cease to be of
further effect as to all Notes issued hereunder, when

                  (a) either:

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

                  (ii) all Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the making of a notice of
redemption or otherwise or will become due and payable within one year and the
Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient without consideration of any
reinvestment of interest, to pay and discharge the entire indebtedness on the
Notes not delivered to the Trustee for cancellation for principal, premium and
Liquidated Damages, if any, and accrued interest to the date of maturity or
redemption;

                  (b) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit or shall occur as a result of such
deposit and such deposit will not result in a breach or violation of, or
constitute a default under, any other instrument to which the Company or any
Guarantor is a party or by which the Company or any Guarantor is bound;

                                      101
<PAGE>   110
                  (c) the Company or any Guarantor has paid or caused to be paid
all sums payable by it under the Indenture; and

                  (d) the Company has delivered irrevocable instructions to the
Trustee under the Indenture to apply the deposited money toward the payment of
the Notes at maturity or the redemption date, as case may be.

                  In addition, the Company must deliver an Officers' Certificate
and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied.

SECTION 12.02     APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
4.19 hereof, all money deposited with the Trustee pursuant to Section 12.01
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to Persons entitled thereto, of the principal (and
premium, if any), interest and Liquidated Damages, if any, for whose payment
such money has been deposited with the Trustee.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Notes shall
be revived and reinstated as though such deposit had occurred pursuant to
Section 11.01 hereof; provided that if the Company has made any payment of
principal of, premium, if any, or interest on any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or
Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01     TRUST INDENTURE ACT 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 13.02     NOTICES.

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

                                      102
<PAGE>   111
                  If to the Company and/or any Guarantor:

                  IASIS Healthcare Corporation
                  104 Woodmont Boulevard, Suite 101
                  Nashville, Tennessee 37205
                  Telecopier No.: (618) 846-3006
                  Attention: General Counsel

                  With a copy to:

                  Skadden Arps Slate Meagher & Flom LLP
                  One Rodney Square, 7th Floor
                  Wilmington, DE 19801
                  Telecopier No.: (302) 681-3001
                  Attention:  Robert B. Pincus

                  If to the Trustee:

                  The Bank of New York
                  101 Barclay Street
                  New York, New York 10286
                  Telecopier No.: (212) 815-5915
                  Attention:  Corporate Trust Trustee Administration

                  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 receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

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

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

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

                                      103
<PAGE>   112
SECTION 13.03     COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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

SECTION 13.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

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

                  (i) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

                  (ii) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 13.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

                  (ii) 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;

                  (iii) a statement that, in the opinion of such Person, he or
she has or they have 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

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

SECTION 13.06     RULES BY TRUSTEE AND AGENTS.

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

                                      104
<PAGE>   113
SECTION 13.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
              SHAREHOLDERS.

                  No past, present or future director, officer, employee,
incorporator or shareholder of the Company or any Guarantor, as such, shall have
any liability for any obligations of the Company or such Guarantor under the
Notes, the Subsidiary Guarantees, this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

SECTION 13.08 GOVERNING LAW.

                  THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.

SECTION 13.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 13.10 SUCCESSORS.

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

SECTION 13.11 SEVERABILITY.

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

SECTION 13.12 COUNTERPART ORIGINALS.

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

SECTION 13.13 TABLE OF CONTENTS, HEADINGS, ETC.

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



                                      105
<PAGE>   114
                           [Indenture signature page]

                                  Company:


DATED:  October 15, 1999          IASIS HEALTHCARE CORPORATION


                                BY: /s/ Wayne Gower
                                    --------------------------------------
                                    Name:  Wayne Gower
                                    Title: President and Chief Executive Officer


                                  Guarantors:


                                  BAPTIST JOINT VENTURE HOLDINGS, INC.
                                  BEAUMONT HOSPITAL HOLDINGS, INC.
                                  BILTMORE SURGERY CENTER, INC.
                                  CLINICARE OF UTAH, INC.
                                  DAVIS HOSPITAL & MEDICAL CENTER, INC.
                                  DAVIS SURGICAL CENTER HOLDINGS, INC.
                                  FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC.
                                  HEALTH CHOICE ARIZONA, INC.
                                  IASIS HEALTHCARE HOLDINGS, INC.
                                  IASIS MANAGEMENT COMPANY
                                  JORDAN VALLEY HOSPITAL, INC.
                                  METRO AMBULATORY SURGERY CENTER, INC.
                                  PIONEER VALLEY HEALTH PLAN, INC.
                                  PIONEER VALLEY HOSPITAL, INC.
                                  ROCKY MOUNTAIN MEDICAL CENTER, INC.
                                  SALT LAKE REGIONAL MEDICAL CENTER, INC.
                                  SANDY CITY HOLDINGS, INC.
                                  SOUTHRIDGE PLAZA HOLDINGS, INC.
                                  SSJ ST. PETERSBURG HOLDINGS, INC.


                                BY: /s/ Wayne Gower
                                    --------------------------------------
                                    Name:  Wayne Gower
                                    Title: President and Chief Executive Officer
<PAGE>   115
                                MEMORIAL HOSPITAL OF TAMPA, LP
                                MESA GENERAL HOSPITAL, LP
                                ODESSA REGIONAL HOSPITAL, LP
                                PALMS OF PASADENA HOSPITAL, LP
                                SOUTHWEST GENERAL HOSPITAL, LP
                                ST. LUKE'S BEHAVIORAL HOSPITAL, LP
                                ST. LUKE'S MEDICAL CENTER, LP
                                TEMPE ST. LUKE'S HOSPITAL, LP
                                TOWN & COUNTRY HOSPITAL, LP


                                By:  IASIS HEALTHCARE HOLDINGS, INC.

                                  BY: /s/ Wayne Gower
                                      -------------------------------------
                                    Name:  Wayne Gower
                                    Title: President and Chief Executive Officer






THE BANK OF NEW YORK,
as Trustee


BY: /s/ Marie Trimboli
    ----------------------------------------
             Authorized Signatory
<PAGE>   116
                                   EXHIBIT A-1

                                 (Face of Note)
================================================================================

                                                               CUSIP____________

                 13% SERIES A SENIOR SUBORDINATED NOTES DUE 2009

No.  _________                                                     $ ___________

                          IASIS HEALTHCARE CORPORATION

promises to pay to _____________________________________________________________

or registered assigns, the principal sum of ____________________________________

Dollars on October 15, 2009.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

                                              IASIS HEALTHCARE CORPORATION


                                              BY:_______________________________
                                                 Name:
                                                 Title:


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


THE BANK OF NEW YORK,
as Trustee

By: ________________________________                   Dated:  ___________, ____
    Authorized Signatory


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


                                     A-1-1
<PAGE>   117
                                 (Back of Note)


                13% [Series A] Senior Subordinated Notes due 2009

          [INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE
                          PROVISIONS OF THE INDENTURE]

       [INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE
                          PROVISIONS OF THE INDENTURE]

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

                  1. INTEREST. IASIS Healthcare Corporation, a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 13% per annum from October 15, 1999 until maturity and shall pay
the Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Liquidated
Damages semi-annually on April 15 and October 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be April 15, 2000. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1.0% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.

                  2. METHOD OF PAYMENT. The Company shall pay interest on the
Notes (except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 1 or October 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages may be made by check mailed
to the Holders at their addresses set forth in the register of Holders;
provided, that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which own at
least $1 million in aggregate principal amount of Notes and shall have provided
wire transfer instructions prior to the record date to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the


                                     A-1-2
<PAGE>   118
United States of America as at the time of payment is legal tender for payment
of public and private debts.

                  3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New
York, the Trustee under the Indenture, shall act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

                  4. INDENTURE. The Company issued the Notes under an Indenture
dated as of October 15, 1999 ("Indenture") among the Company, the Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"). The Notes are
subject to all such terms, and Holders are referred to the Indenture and the TIA
for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are obligations of the
Company limited to $230.0 million in aggregate principal amount plus amounts, if
any, issued to pay Liquidated Damages on outstanding Notes as set forth in
Paragraph 2 hereof.

                  5. OPTIONAL REDEMPTION.

                  (a) Except as provided below, the Notes will not be redeemable
at the Company's option prior to October 15, 2004. Thereafter, the Company may
redeem all or a part of the Notes upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on October 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                                                                 Percentage
----                                                                 ----------
<S>                                                                  <C>
2004.............................................................     106.500%
2005.............................................................     104.875%
2006.............................................................     103.250%
2007.............................................................     101.625%
2008 and thereafter..............................................     100.000%
</TABLE>

                  (b) Notwithstanding the foregoing, at any time prior to
October 15, 2002, the Company may on any one or more occasions redeem up to 35%
of the aggregate principal amount of Notes issued under the Indenture at a
redemption price of 113.000% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the redemption date,
with the net cash proceeds of one or more Equity Offerings; provided that: (A)
at least 65% of the aggregate principal amount of Notes issued under the
Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); and (B)
the redemption must occur within 90 days of the date of the closing of such
Equity Offering.


                                     A-1-3
<PAGE>   119
                  Any redemption pursuant to this provision shall be made
pursuant to the provisions of Section 3.01 through 3.06 of the Indenture.

                  6. MANDATORY REDEMPTION.

                  The Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes.

                  7. REPURCHASE AT OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

                  (b) If the Company or a Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $10 million, the
Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes 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 and Liquidated Damages thereon, if any, to the date
fixed for the closing of such offer, in accordance with the procedures set forth
in the Indenture. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
(or such Subsidiary) may use such deficiency for general corporate purposes. If
the aggregate principal amount of Notes surrendered by Holders thereof exceeds
the amount of Excess Proceeds, the Trustee shall select the Notes to be
purchased on a pro rata basis. Holders of Notes that are the subject of an offer
to purchase will receive an Asset Sale Offer from the Company prior to any
related purchase date and may elect to have such Notes purchased by completing
the form entitled "Option of Holder to Elect Purchase" on the reverse of the
Notes.

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

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The


                                     A-1-4
<PAGE>   120
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before the mailing of a notice of
redemption of Notes to be redeemed or during the period between a record date
and the corresponding Interest Payment Date.

                  10. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes under the Indenture.

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

                  12. DEFAULTS AND REMEDIES.

                  (a) Events of Default under the Indenture include: (i) default
for 30 days in the payment when due of interest on, or Liquidated Damages with
respect to, the Notes (whether or not prohibited by the subordination provisions
of the Indenture); (ii) default in payment when due of the principal of or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Company or any of its
Subsidiaries to comply with the provisions of Sections 4.10 and 5.01 of the
Indenture; (iv) failure by the Company or any of its Subsidiaries for 30 days
after notice by the Trustee or by the Holders of at least 25% in principal
amount of Notes to comply with any of its other agreements in the Indenture; (v)
default under any mortgage, indenture or instrument under which there is issued
and outstanding any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of


                                     A-1-5
<PAGE>   121
the Indenture, if that default (a) is caused by a failure to pay principal at
the final stated maturity of such Indebtedness (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 the maturity of which has been so accelerated, aggregates
$25.0 million or more; (vi) failure by the Company or any of its Restricted
Subsidiaries to pay final judgments aggregating in excess of $25.0 million,
which judgments are not paid, discharged or stayed for a period of 90 days;
(vii) except as permitted by the Indenture, any Subsidiary Guarantee by a
Guarantor that is a Significant Subsidiary shall be held in any judicial
proceeding to be unenforceable or invalid or shall cease for any reason to be in
full force and effect or any Guarantor that is a Significant Subsidiary, or any
Person acting on behalf of any Guarantor that is a Significant Subsidiary, shall
deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries.

                  (b) If any Event of Default occurs and is continuing, the
Trustee, upon request of the Holders of at least 25% in principal amount of the
Notes then outstanding, or the Holders of at least 25% in principal amount of
the Notes then outstanding may declare all the Notes to be due and payable by
notice in writing to the Company and the Trustee specifying the respective Event
of Default and that such notice is an Acceleration Notice, and the same (i)
shall become immediately due and payable or (ii) if there are any accounts
outstanding under the Credit Agreement, shall become immediately due and payable
upon the first to occur of (x) an acceleration under the Credit Agreement or (y)
five Business Days after receipt by the Company and the Representative under the
Credit Agreement of such Acceleration Notice but only if such Event of Default
is then continuing. 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 Notes shall become due and payable without further
action or notice. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default 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 their interest. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture,
except a continuing Default or Event of Default in the payment of interest on,
or principal of, the Notes. The Company shall deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company, upon
becoming aware of any Default or Event of Default, deliver to the Trustee a
statement specifying such Default or Event of Default.

                  13. SUBORDINATION. Each Holder by accepting a Note agrees that
the Indebtedness evidenced by the Note is subordinated in right of payment, to
the extent and in the manner provided in Article 10 of the Indenture, prior to
the payment in full in cash or Cash


                                     A-1-6
<PAGE>   122
Equivalents (other than Cash Equivalents of the type referred to in clauses
(iii) and (iv) of the definition thereof) of all Senior Debt (whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed), and that the subordination is for the benefit of the
holders of Senior Debt.

                  14. SUBSIDIARY GUARANTEES. The payment of principal of,
premium, and interest and Liquidated Damages, if any, on the Notes are
unconditionally guaranteed, jointly and severally, on a senior subordinated
basis by the Guarantors.

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

                  16. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or shareholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Notes, any Subsidiary Guarantee or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

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

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

                  19. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Initial Notes shall have all the rights
set forth in the Registration Rights Agreement or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of any Additional Notes.

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


                                     A-1-7
<PAGE>   123
                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:

                  IASIS Heathcare Corporation
                  104 Woodmont Boulevard
                  Suite 101
                  Nashville, Tennessee  37205
                  Telecopier No.: (615) 846-3006
                  Attention:  General Counsel

                  21. GOVERNING LAW. This Indenture, the Notes and the
Subsidiary Guarantees shall be governed by, and construed in accordance with,
the laws of the state of New York, without regard to conflicts of law principals
thereof.


                                     A-1-8
<PAGE>   124
                                 ASSIGNMENT FORM

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


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________

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

                                    Tax Identification No:______________________


                                    SIGNATURE GUARANTEE:

                                    _________________________________

                                    Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "signature guarantee program" as may be
                                    determined by the Registrar in addition to,
                                    or in substitution for, STAMP, all in
                                    accordance with the Securities Exchange Act
                                    of 1934, as amended.


                                     A-1-9
<PAGE>   125
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

                  / / Section 4.10              / / Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 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 Note)

                                    Tax Identification No:______________________


                                    SIGNATURE GUARANTEE:

                                    __________________________________

                                    Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "signature guarantee program" as may be
                                    determined by the Registrar in addition to,
                                    or in substitution for, STAMP, all in
                                    accordance with the Securities Exchange Act
                                    of 1934, as amended.


                                     A-1-10
<PAGE>   126
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

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

<TABLE>
<S>                   <C>                     <C>                    <C>                     <C>
                                                                       Principal Amount
                      Amount of decrease      Amount of increase     of this Global Note         Signature of
                         in Principal            in Principal           following such       authorized signatory
                        Amount of this          Amount of this              decrease            of Trustee or
Date of Exchange         Global Note             Global Note              (or increase)         Note Custodian
----------------      ------------------      ------------------     -------------------     --------------------
</TABLE>

































----------
(1) Include only if Note is issued in Global Form.


                                     A-1-11
<PAGE>   127
                                   EXHIBIT A-2

                  (Face of Regulation S Temporary Global Note)
================================================================================

                                                                 CUSIP _________

                 13% SERIES A SENIOR SUBORDINATED NOTES DUE 2009

No.  _____________                                                  $ __________

                          IASIS HEALTHCARE CORPORATION

promises to pay to _____________________________________________________

or registered assigns, the principal sum of __________________________________

Dollars on October 15, 2009.

Interest Payment Dates: April 15 and October 15.

Record Dates:  April 1 and October 1.

                                            IASIS HEALTHCARE CORPORATION


                                            BY:_________________________________
                                               Name:
                                               Title:

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


THE BANK OF NEW YORK
as Trustee

By:________________________________         Dated:  _________, ____
        Authorized Signatory


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


                                     A-2-1
<PAGE>   128
                  (Back of Regulation S Temporary Global Note)

          13 % [Series A] [Series B] Senior Subordinated Notes due 2009

                  THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER
NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

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

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF
ANY REQUIRED UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS
HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER
OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY
EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE


                                     A-2-2
<PAGE>   129
SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE
COMPANY SO REQUESTS), SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION
OF THE TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS
IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE COMPANY OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE
RESALE RESTRICTION SET FORTH IN (A) ABOVE.

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

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

                  1. INTEREST. IASIS Healthcare Corporation, a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 13% per annum from October 15, 1999 until maturity and shall pay
the Liquidated Damages payable pursuant to Section 5 of the Registration Rights
Agreement referred to below. The Company shall pay interest and Liquidated
Damages semi-annually on April 15 and October 15 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be April 15, 2000. The
Company shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1.0% per annum in excess of the rate then in
effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.


                                     A-2-3
<PAGE>   130
                  Until this Regulation S Temporary Global Note is exchanged for
one or more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.

                  2. METHOD OF PAYMENT. The Company shall pay interest on the
Notes (except defaulted interest) and Liquidated Damages to the Persons who are
registered Holders of Notes at the close of business on the April 1 or October 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.12 of the Indenture with respect to defaulted interest. The Notes
shall be payable as to principal, premium and Liquidated Damages, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest and Liquidated Damages may be made by check mailed
to the Holders at their addresses set forth in the register of Holders;
provided, that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest, premium and Liquidated
Damages on, all Global Notes and all other Notes the Holders of which own at
least $1 million in aggregate principal amount of Notes and shall have provided
wire transfer instructions prior to the record date to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.

                  3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New
York, the Trustee under the Indenture, shall act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company or any of its Subsidiaries may act in any such capacity.

                  4. INDENTURE. The Company issued the Notes under an Indenture
dated as of October 15, 1999 ("Indenture") among the Company, the Guarantors and
the Trustee. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"). The Notes are
subject to all such terms, and Holders are referred to the Indenture and the TIA
for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are obligations of the
Company limited to $230.0 million in aggregate principal amount plus amounts, if
any, issued to pay Liquidated Damages on outstanding Notes as set forth in
Paragraph 2 hereof.

                  5. OPTIONAL REDEMPTION.

                  (a) Except as provided below, the Notes will not be redeemable
at the Company's option prior to October 15, 2004. Thereafter, the Company may
redeem all or a part of the Notes upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest


                                     A-2-4
<PAGE>   131
and Liquidated Damages, if any, thereon to the applicable redemption date, if
redeemed during the twelve-month period beginning on October 15 of the years
indicated below:

<TABLE>
<CAPTION>
Year                                                                 Percentage
----                                                                 ----------
<S>                                                                  <C>
2004..............................................................    106.500%
2005..............................................................    104.875%
2006..............................................................    103.250%
2007..............................................................    101.625%
2008 and thereafter...............................................    100.000%
</TABLE>

                  (b) Notwithstanding the foregoing, at any time prior to
October 15, 2002, the Company may on any one or more occasions redeem up to 35%
of the aggregate principal amount of Notes issued under the Indenture at a
redemption price of 113.000% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the redemption date,
with the net cash proceeds of one or more Equity Offerings; provided that: (A)
at least 65% of the aggregate principal amount of Notes issued under the
Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries); and (B)
the redemption must occur within 90 days of the date of the closing of such
Equity Offering.

                  Any redemption pursuant to this provision shall be made
pursuant to the provisions of Section 3.01 through 3.06 of the Indenture.

                  6. MANDATORY REDEMPTION.

                  The Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes.

                  7. REPURCHASE AT OPTION OF HOLDER.

                  (a) If there is a Change of Control, the Company shall be
required to make an offer (a "Change of Control Offer") to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the "Change of Control Payment"). Within 30 days following any
Change of Control, the Company shall mail a notice to each Holder setting forth
the procedures governing the Change of Control Offer as required by the
Indenture.

                  (b) If the Company or a Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $10 million, the
Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer")
pursuant to Section 3.09 of the Indenture to purchase the maximum principal
amount of Notes 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 and Liquidated Damages thereon, if any, to the date
fixed for the


                                     A-2-5
<PAGE>   132
closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Subsidiary) may use such deficiency for general corporate purposes. If the
aggregate principal amount of Notes surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on
a pro rata basis. Holders of Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Company prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

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

                  9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before the mailing of a notice of redemption a selection
of Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.

                  10. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes under the Indenture.

                  11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the then outstanding Notes and Additional Notes, if any,
voting as a single class, and any existing default or compliance with any
provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived
with the consent of the Holders of a majority in principal amount of the then
outstanding Notes and Additional Notes, if any, voting as a single class.
Without the consent of any Holder of a Note, the Indenture, the Subsidiary
Guarantees or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company's
or Subsidiary Guarantor's obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that


                                     A-2-6
<PAGE>   133
does not adversely affect the legal rights under the Indenture of any such
Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, to
provide for the Issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, or to allow any Guarantor to execute a supplemental
indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

                  12. DEFAULTS AND REMEDIES.

                  (a) Events of Default under the Indenture include: (i) default
for 30 days in the payment when due of interest on, or Liquidated Damages with
respect to, the Notes (whether or not prohibited by the subordination provisions
of the Indenture); (ii) default in payment when due of the principal of or
premium, if any, on the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (iii) failure by the Company or any of its
Subsidiaries to comply with the provisions of Sections 4.10 and 5.01 of the
Indenture; (iv) failure by the Company or any of its Subsidiaries for 30 days
after notice by the Trustee or by the Holders of at least 25% in principal
amount of Notes to comply with any of its other agreements in the Indenture; (v)
default under any mortgage, indenture or instrument under which there is issued
and outstanding any Indebtedness for money borrowed by the Company or any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the date of the Indenture, if that default (a) is
caused by a failure to pay principal at the final stated maturity of such
Indebtedness (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 the maturity
of which has been so accelerated, aggregates $25.0 million or more; (vi) failure
by the Company or any of its Restricted Subsidiaries to pay final judgments
aggregating in excess of $25.0 million, which judgments are not paid, discharged
or stayed for a period of 90 days; (vii) except as permitted by the Indenture,
any Subsidiary Guarantee by a Guarantor that is a Significant Subsidiary shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor that is a
Significant Subsidiary, or any Person acting on behalf of any Guarantor that is
a Significant Subsidiary, shall deny or disaffirm its obligations under its
Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Significant Subsidiaries.

                  (b) If any Event of Default occurs and is continuing, the
Trustee, upon request of the Holders of at least 25% in principal amount of the
Notes then outstanding, or the Holders of at least 25% in principal amount of
the Notes then outstanding may declare all the Notes to be due and payable by
notice in writing to the Company and the Trustee specifying the respective Event
of Default and that such notice is an Acceleration Notice, and the same (i)
shall become immediately due and payable or (ii) if there are any accounts
outstanding under the Credit Agreement, shall become immediately due and payable
upon the first to occur of (x) an acceleration under the Credit Agreement or (y)
five Business Days after receipt by the Company and the Representative under the
Credit Agreement of such Acceleration Notice but only if such


                                     A-2-7
<PAGE>   134
Event of Default is then continuing. 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 Notes shall become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default 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 their
interest. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive any existing Default or Event of Default and its consequences
under the Indenture, except a continuing Default or Event of Default in the
payment of interest on, or principal of, the Notes. The Company shall deliver to
the Trustee annually a statement regarding compliance with the Indenture, and
the Company, upon becoming aware of any Default or Event of Default, deliver to
the Trustee a statement specifying such Default or Event of Default.

                  13. SUBORDINATION. Each Holder by accepting a Note agrees that
the Indebtedness evidenced by the Note is subordinated in right of payment, to
the extent and in the manner provided in Article 10 of the Indenture, prior to
the payment in full in cash or Cash Equivalents (other than Cash Equivalents of
the type referred to in clauses (iii) and (iv) of the definition thereof) of all
Senior Debt (whether outstanding on the date of the Indenture or thereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt.

                  14. SUBSIDIARY GUARANTEES. The payment of principal of,
premium, and interest and Liquidated Damages, if any, on the Notes are
unconditionally guaranteed, jointly and severally, on a senior subordinated
basis by the Guarantors.

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

                  16. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or shareholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Notes, any Subsidiary Guarantee or the Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

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


                                     A-2-8
<PAGE>   135
                  18. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entirety), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

                  19. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Initial Notes shall have all the rights
set forth in the Registration Rights Agreement or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of any Additional Notes.

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

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

                  IASIS Healthcare Corporation
                  104 Woodmont Boulevard
                  Suite 101
                  Nashville, Tennessee  37205
                  Telecopier No.: (615) 846-3006
                  Attention:  General Counsel

                  21. GOVERNING LAW. This Indenture, the Notes and the
Subsidiary Guarantees shall be governed by, and construed in accordance with,
the law of the state of New York, without regard to conflicts of law principals
thereof.


                                     A-2-9
<PAGE>   136
                                 ASSIGNMENT FORM

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


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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

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

________________________________________________________________________________

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

                                    Tax Identification No:______________________


                                    SIGNATURE GUARANTEE:

                                    __________________________________

                                    Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "signature guarantee program" as may be
                                    determined by the Registrar in addition to,
                                    or in substitution for, STAMP, all in
                                    accordance with the Securities Exchange Act
                                    of 1934, as amended.


                                     A-2-10
<PAGE>   137
                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate
box below:

         / / Section 4.10      / / Section 4.15

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.15 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 Note)

                                    Tax Identification No:______________________


                                    SIGNATURE GUARANTEE:

                                    ________________________________

                                    Signatures must be guaranteed by an
                                    "eligible guarantor institution" meeting the
                                    requirements of the Registrar, which
                                    requirements include membership or
                                    participation in the Security Transfer Agent
                                    Medallion Program ("STAMP") or such other
                                    "signature guarantee program" as may be
                                    determined by the Registrar in addition to,
                                    or in substitution for, STAMP, all in
                                    accordance with the Securities Exchange Act
                                    of 1934, as amended.


                                     A-2-11
<PAGE>   138
           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

                  The following exchanges of a part of this Regulation S
Temporary Global Note for an interest in another Global Note, or of other
Restricted Global Notes for an interest in this Regulation S Temporary Global
Note, have been made:

<TABLE>
<S>                   <C>                     <C>                    <C>                   <C>
                                                                       Principal Amount
                      Amount of decrease      Amount of increase     of this Global Note       Signature of
                         in Principal            in Principal           following such     authorized signatory
                        Amount of this          Amount of this             decrease            of Trustee or
Date of Exchange         Global Note             Global Note            (or increase)         Note Custodian
----------------      ------------------      ------------------     -------------------   --------------------
</TABLE>





























                                     A-2-12
<PAGE>   139
                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

IASIS Healthcare Corporation
104 Woodmont Boulevard
Suite 101
Nashville, Tennessee  37205
Attention:  General Counsel

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention:  Corporate Trust Trustee Administration

                  Re:      13% Senior Subordinated Notes due 2009

                  Reference is hereby made to the Indenture, dated as of October
15, 1999 (the "Indenture"), among IASIS Healthcare Corporation, as issuer (the
"Company"), the Guarantors and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

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

[CHECK ALL THAT APPLY]

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


                                      B-1
<PAGE>   140
2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
TEMPORARY REGULATION S GLOBAL NOTE, THE REGULATION S GLOBAL NOTE OR A DEFINITIVE
NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note, the
Temporary Regulation S Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

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

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

                                       or

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

                                       or

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

                                       or


                                      B-2
<PAGE>   141
                  (d) / / such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of Notes
at the time of transfer of less than $250,000, an Opinion of Counsel provided by
the Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the IAI Global Note and/or the Definitive Notes and
in the Indenture and the Securities Act.

4. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN
UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

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

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

                  (c) / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance


                                      B-3
<PAGE>   142
with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes or Restricted Definitive Notes and
in the Indenture.

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

Dated:  ___________________, _______
                                             ___________________________________
                                             [Insert Name of Transferor]

                                             By:________________________________
                                             Name:
                                             Title:


                                      B-4
<PAGE>   143
                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

         (a) / /  a beneficial interest in the:

             (i)   / / 144A Global Note (CUSIP ______), or

             (ii)  / / Regulation S Global Note (CUSIP ______), or

             (iii) / / IAI Global Note (CUSIP ______); or

         (b) / / a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a) / / a beneficial interest in the:

             (i)   / / 144A Global Note (CUSIP ______), or

             (ii)  / / Regulation S Global Note (CUSIP ______), or

             (iii) / / IAI Global Note (CUSIP ______); or

             (iv)  / / Unrestricted Global Note (CUSIP ______); or

         (b) / / a Restricted Definitive Note; or

         (c) / / an Unrestricted Definitive Note,

             in accordance with the terms of the Indenture.


                                      B-5
<PAGE>   144
                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE


IASIS Healthcare Corporation
104 Woodmont Boulevard
Suite 101
Nashville, Tennessee  37205
Attention:  General Counsel

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention:  Corporate Trust Trustee Administration

                  Re:      13% Senior Subordinated Notes due 2009

                             (CUSIP ______________)

                  Reference is hereby made to the Indenture, dated as of October
15, 1999 (the "Indenture"), among IASIS Healthcare Corporation, as issuer (the
"Company"), the Guarantors and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

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

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

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



                                      C-1
<PAGE>   145
Act and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

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

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

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

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

                  (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired


                                      C-2
<PAGE>   146
for the Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.


                                      C-3
<PAGE>   147
                  (b) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE
TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest in
the [CHECK ONE] / / 144A Global Note, / / Regulation S Global Note, / / IAI
Global Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

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

                                             ___________________________________
                                                    [Insert Name of Owner]


                                             By: _______________________________
                                                 Name:
                                                 Title:

Dated:  __________, ____


                                      C-4
<PAGE>   148
                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

IASIS Healthcare Corporation
104 Woodmont Boulevard
Suite 101
Nashville, Tennessee  37205
Attention:  General Counsel

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention:  Corporate Trust Trustee Administration

                  Re:      13% Senior Subordinated Notes due 2009

                  Reference is hereby made to the Indenture, dated as of October
15, 1999 (the "Indenture"), among IASIS Healthcare Corporation, as issuer (the
"Company"), the Guarantors and The Bank of New York, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

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

                  (a) / / a beneficial interest in a Global Note, or

                  (b) / / a Definitive Note,

                  we confirm that:

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

                  2. We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (c) to an institutional
"accredited investor" (as defined below) that, prior to such


                                      D-1
<PAGE>   149
transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to
you and to the Company a signed letter substantially in the form of this letter
and, if such transfer is in respect of a principal amount of Notes, at the time
of transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

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

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

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

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


                                            ___________________________________
                                            [Insert Name of Accredited Investor]



                                            By: _______________________________
                                                Name:
                                                Title:


Dated: __________________, ____


                                      D-2
<PAGE>   150
                                    EXHIBIT E

                FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE

                  For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of October 15, 1999 (the
"Indenture") among IASIS Healthcare Corporation, the Guarantors signatories
thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on overdue principal and
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes the Trustee, on behalf of such
Holder, to make such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.


                                      E-1
<PAGE>   151
                                  BAPTIST JOINT VENTURE HOLDINGS, INC.
                                  BEAUMONT HOSPITAL HOLDINGS, INC.
                                  BILTMORE SURGERY CENTER, INC.
                                  CLINICARE OF UTAH, INC.
                                  DAVIS HOSPITAL & MEDICAL CENTER, INC.
                                  DAVIS SURGICAL CENTER HOLDINGS, INC.
                                  FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC.
                                  HEALTH CHOICE ARIZONA, INC.
                                  IASIS HEALTHCARE HOLDINGS, INC.
                                  IASIS MANAGEMENT COMPANY
                                  JORDAN VALLEY HOSPITAL, INC.
                                  METRO AMBULATORY SURGERY CENTER, INC.
                                  PIONEER VALLEY HEALTH PLAN, INC.
                                  PIONEER VALLEY HOSPITAL, INC.
                                  ROCKY MOUNTAIN MEDICAL CENTER, INC.
                                  SALT LAKE REGIONAL MEDICAL CENTER, INC.
                                  SANDY CITY HOLDINGS, INC.
                                  SOUTHRIDGE PLAZA HOLDINGS, INC.
                                  SSJ ST. PETERSBURG HOLDINGS, INC.


                                  By:__________________________________________
                                       Name:
                                       Title:


                                      E-2
<PAGE>   152
                                  MEMORIAL HOSPITAL OF TAMPA, LP
                                  MESA GENERAL HOSPITAL, LP
                                  ODESSA REGIONAL HOSPITAL, LP
                                  PALMS OF PASADENA HOSPITAL, LP
                                  SOUTHWEST GENERAL HOSPITAL, LP
                                  ST. LUKE'S BEHAVIORAL HOSPITAL, LP
                                  ST. LUKE'S MEDICAL CENTER, LP
                                  TEMPE ST. LUKE'S HOSPITAL, LP
                                  TOWN & COUNTRY HOSPITAL, LP

                                  BY:  IASIS HEALTHCARE HOLDINGS, INC.

                                       By:_____________________________________
                                          Name:
                                          Title:


                                      E-3
<PAGE>   153
                                    EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated
as of ____________________, among _____________________ (the "Guaranteeing
Subsidiary"), a subsidiary of IASIS Healthcare Corporation (or its successor), a
corporation organized under the laws of Delaware (the "Company"), and The Bank
of New York, as trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of October 15, 1999,
providing for the issuance of an aggregate principal amount at maturity of
$230,000,000 of 13% Senior Subordinated Notes due 2009 (the "Notes");

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

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

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

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

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

                  (a)      Along with all Guarantors named in the Indenture, to
                           jointly and severally Guarantee to each Holder of a
                           Note authenticated and delivered by the Trustee and
                           to the Trustee and its successors and assigns,
                           irrespective of the validity and enforceability of
                           the Indenture, the Notes or the obligations of the
                           Company hereunder or thereunder, that:


                                      F-1
<PAGE>   154
                           (i)      the principal of and interest on the Notes
                                    will be promptly paid in full when due,
                                    whether at maturity, by acceleration,
                                    redemption or otherwise, and interest on the
                                    overdue principal of and interest on the
                                    Notes, if any, if lawful, and all other
                                    obligations of the Company to the Holders or
                                    the Trustee hereunder or thereunder will be
                                    promptly paid in full or performed, all in
                                    accordance with the terms hereof and
                                    thereof; and

                           (ii)     in case of any extension of time of payment
                                    or renewal of any Notes or any of such other
                                    obligations, that same will be promptly paid
                                    in full when due or performed in accordance
                                    with the terms of the extension or renewal,
                                    whether at stated maturity, by acceleration
                                    or otherwise. Failing payment when due of
                                    any amount so guaranteed or any performance
                                    so guaranteed for whatever reason, the
                                    Guarantors shall be jointly and severally
                                    obligated to pay the same immediately.

                  (b)      The obligations hereunder shall be unconditional,
                           irrespective of the validity, regularity or
                           enforceability of the Notes or the Indenture, the
                           absence of any action to enforce the same, any waiver
                           or consent by any Holder of the Notes with respect to
                           any provisions hereof or thereof, the recovery of any
                           judgment against the Company, any action to enforce
                           the same or any other circumstance which might
                           otherwise constitute a legal or equitable discharge
                           or defense of a guarantor.


                  (c)      The following is hereby waived: diligence
                           presentment, demand of payment, filing of claims with
                           a court in the event of insolvency or bankruptcy of
                           the Company, any right to require a proceeding first
                           against the Company, protest, notice and all demands
                           whatsoever.


                  (d)      This Subsidiary Guarantee shall not be discharged
                           except by complete performance of the obligations
                           contained in the Notes and the Indenture.


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


                  (f)      The Guaranteeing Subsidiary shall not be entitled to
                           any right of subrogation in relation to the Holders
                           in respect of any obligations


                                      F-2
<PAGE>   155
                           guaranteed hereby until payment in full of all
                           obligations guaranteed hereby.


                  (g)      As between the Guarantors, on the one hand, and the
                           Holders and the Trustee, on the other hand, (x) the
                           maturity of the obligations guaranteed hereby may be
                           accelerated as provided in Article 6 of the Indenture
                           for the purposes of this Subsidiary Guarantee,
                           notwithstanding any stay, injunction or other
                           prohibition preventing such acceleration in respect
                           of the obligations guaranteed hereby, and (y) in the
                           event of any declaration of acceleration of such
                           obligations as provided in Article 6 of the
                           Indenture, such obligations (whether or not due and
                           payable) shall forthwith become due and payable by
                           the Guarantors for the purpose of this Subsidiary
                           Guarantee.


                  (h)      The Guarantors shall have the right to seek
                           contribution from any non-paying Guarantor so long as
                           the exercise of such right does not impair the rights
                           of the Holders under the Guarantee.


                  (i)      The obligations hereunder shall be subject to the
                           subordination provisions of the Indenture.

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

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

         (a)      The Guaranteeing Subsidiary may not consolidate with or merge
                  with or into (whether or not such Guarantor is the surviving
                  Person) another corporation, Person or entity whether or not
                  affiliated with such Guarantor unless:

                  (i)      subject to Section 11.05 of the Indenture, the Person
                           formed by or surviving any such consolidation or
                           merger (if other than a Guarantor or the Company)
                           unconditionally assumes all the obligations of such
                           Guarantor, pursuant to a supplemental indenture in
                           form and substance reasonably satisfactory to the
                           Trustee, under the Notes, the Indenture and the
                           Subsidiary Guarantee on the terms set forth herein or
                           therein; and

                  (ii)     immediately after giving effect to such transaction,
                           no Default or Event of Default exists.

         (b)      In case of any such consolidation, merger, sale or conveyance
                  and upon the assumption by the successor corporation, by
                  supplemental indenture, executed and delivered to the Trustee
                  and satisfactory in form to the Trustee, of the Subsidiary
                  Guarantee endorsed upon the Notes and the due and punctual


                                      F-3
<PAGE>   156
                  performance of all of the covenants and conditions of the
                  Indenture to be performed by the Guarantor, such successor
                  corporation shall succeed to and be substituted for the
                  Guarantor with the same effect as if it had been named herein
                  as a Guarantor. Such successor corporation thereupon may cause
                  to be signed any or all of the Subsidiary Guarantees to be
                  endorsed upon all of the Notes issuable hereunder which
                  theretofore shall not have been signed by the Company and
                  delivered to the Trustee. All the Subsidiary Guarantees so
                  issued shall in all respects have the same legal rank and
                  benefit under the Indenture as the Subsidiary Guarantees
                  theretofore and thereafter issued in accordance with the terms
                  of the Indenture as though all of such Subsidiary Guarantees
                  had been issued at the date of the execution hereof.

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

                  5.       Releases.

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

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


                                      F-4
<PAGE>   157
                  6. No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

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

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

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

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


                                      F-5
<PAGE>   158
                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

Dated:  _______________, ____

                                        [Guaranteeing Subsidiary]


                                        By:_____________________________________
                                           Name:
                                           Title



                                        THE BANK OF NEW YORK,
                                          as Trustee



                                        By:_____________________________________
                                           Name:
                                           Title


                                      F-6