EX-4.2






Exhibit 4.2




 





PSYCHIATRIC SOLUTIONS, INC.




$120,000,000




7.75% SENIOR SUBORDINATED NOTES DUE 2015




 






INDENTURE




Dated as of May 7, 2009




 






U.S. Bank National Association,




as Trustee




 





 









 








CROSS-REFERENCE TABLE




	 	 	 	 	 
	TIA SECTION REFERENCE	 	 	 	INDENTURE SECTION
	310 (a)(1)	 	 
	 	7.10
	(a)(2)
	 	 
	 	7.10
	(a)(3)
	 	 
	 	N.A.
	(a)(4)
	 	 
	 	N.A.
	(a)(5)
	 	 
	 	7.10
	(b)
	 	 
	 	7.08, 7.10
	(c)
	 	 
	 	N.A.
	311 (a)	 	 
	 	7.11
	(b)
	 	 
	 	7.11
	(c)
	 	 
	 	N.A.
	312 (a)	 	 
	 	2.05
	(b)
	 	 
	 	13.03
	(c)
	 	 
	 	13.03
	313 (a)	 	 
	 	7.06
	(b)(1)
	 	 
	 	N.A.
	(b)(2)
	 	 
	 	7.06, 7.07
	(c)
	 	 
	 	7.06, 13.02
	(d)
	 	 
	 	7.06
	314 (a)	 	 
	 	4.03, 4.04, 13.02
	(b)
	 	 
	 	N.A.
	(c)(1)
	 	 
	 	13.04
	(c)(2)
	 	 
	 	13.04
	(c)(3)
	 	 
	 	N.A.
	(d)
	 	 
	 	N.A.
	(e)
	 	 
	 	13.05
	315 (a)	 	 
	 	7.01
	(b)
	 	 
	 	7.05, 13.02
	(c)
	 	 
	 	7.01
	(d)
	 	 
	 	7.01
	(e)
	 	 
	 	6.11
	316 (a) (last sentence)	 	 
	 	2.09
	(a)(1)(A)
	 	 
	 	6.05
	(a)(1)(B)
	 	 
	 	6.04
	(a)(2)
	 	 
	 	N.A.
	(b)
	 	 
	 	6.07
	317 (a)(1)	 	 
	 	6.08
	(a)(2)
	 	 
	 	6.09
	(b)
	 	 
	 	2.04
	318 (a)	 	 
	 	13.01








 




			
	N.A.	 	means Not Applicable.
	 
	Note:	 	This Cross-Reference Table shall not, for any purpose, be deemed to be part of this
Indenture.






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1.

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	SECTION 1.01. Definitions
	 	 	1	 
	SECTION 1.02. Other Definitions
	 	 	18	 
	SECTION 1.03. Incorporation by Reference of Trust Indenture Act
	 	 	18	 
	SECTION 1.04. Rules of Construction
	 	 	19	 
	 
	 	 	 	 
	ARTICLE 2.

	 
	 	 	 	 
	THE NOTES

	 
	 	 	 	 
	SECTION 2.01. Form and Dating
	 	 	19	 
	SECTION 2.02. Execution and Authentication
	 	 	20	 
	SECTION 2.03. Registrar And Paying Agent
	 	 	21	 
	SECTION 2.04. Paying Agent To Hold Money in Trust
	 	 	21	 
	SECTION 2.05. Holder Lists
	 	 	21	 
	SECTION 2.06. Transfer and Exchange
	 	 	22	 
	SECTION 2.07. Replacement Notes
	 	 	32	 
	SECTION 2.08. Outstanding Notes
	 	 	32	 
	SECTION 2.09. Treasury Notes
	 	 	33	 
	SECTION 2.10. Temporary Notes
	 	 	33	 
	SECTION 2.11. Cancellation
	 	 	33	 
	SECTION 2.12. Payment of Interest; Defaulted Interest
	 	 	33	 
	SECTION 2.13. CUSIP or ISIN Numbers
	 	 	33	 
	SECTION 2.14. Additional Interest
	 	 	34	 
	SECTION 2.15. Issuance of Additional Notes
	 	 	34	 
	SECTION 2.16. Record Date
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 3.

	 
	 	 	 	 
	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 
	SECTION 3.01. Notices to Trustee
	 	 	34	 
	SECTION 3.02. Selection of Notes To Be Redeemed
	 	 	35	 
	SECTION 3.03. Notice of Redemption
	 	 	35	 
	SECTION 3.04. Effect of Notice of Redemption
	 	 	36	 
	SECTION 3.05. Deposit of Redemption Price
	 	 	36	 
	SECTION 3.06. Notes Redeemed in Part
	 	 	36	 
	SECTION 3.07. Optional Redemption
	 	 	36	 
	SECTION 3.08. Mandatory Redemption
	 	 	37	 
	SECTION 3.09. Offer To Purchase
	 	 	37	 
	 
	 	 	 	 
	ARTICLE 4.

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	SECTION 4.01. Payment of Notes
	 	 	39	 






-i-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 4.02. Maintenance of Office or Agency
	 	 	40	 
	SECTION 4.03. Reports
	 	 	40	 
	SECTION 4.04. Compliance Certificate
	 	 	41	 
	SECTION 4.05. Taxes
	 	 	41	 
	SECTION 4.06. Stay, Extension and Usury Laws
	 	 	41	 
	SECTION 4.07. Corporate Existence
	 	 	42	 
	SECTION 4.08. Payments for Consent
	 	 	42	 
	SECTION 4.09. Incurrence of Additional Debt and Issuance of Capital Stock
	 	 	42	 
	SECTION 4.10. Restricted Payments
	 	 	44	 
	SECTION 4.11. Liens
	 	 	46	 
	SECTION 4.12. Asset Sales
	 	 	46	 
	SECTION 4.13. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
	 	 	48	 
	SECTION 4.14. Affiliate Transactions
	 	 	49	 
	SECTION 4.15. Issuances and Sales of Capital Stock of Restricted Subsidiaries
	 	 	50	 
	SECTION 4.16. Designation of Restricted and Unrestricted Subsidiaries
	 	 	50	 
	SECTION 4.17. Repurchase at the Option of Holders Upon a Change of Control
	 	 	51	 
	SECTION 4.18. Future Subsidiary Guarantors
	 	 	51	 
	SECTION 4.19. Business Activities
	 	 	51	 
	SECTION 4.20. Limitation on Layering
	 	 	52	 
	 
	 	 	 	 
	ARTICLE 5.

	 
	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 
	SECTION 5.01. Merger, Consolidation or Sale of Assets
	 	 	52	 
	SECTION 5.02. Successor Corporation Substituted
	 	 	53	 
	 
	 	 	 	 
	ARTICLE 6.

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	SECTION 6.01. Events of Default
	 	 	53	 
	SECTION 6.02. Acceleration
	 	 	54	 
	SECTION 6.03. Other Remedies
	 	 	55	 
	SECTION 6.04. Waiver of Defaults
	 	 	55	 
	SECTION 6.05. Control by Majority
	 	 	56	 
	SECTION 6.06. Limitation on Suits
	 	 	56	 
	SECTION 6.07. Rights of Holders To Receive Payment
	 	 	56	 
	SECTION 6.08. Collection Suit by Trustee
	 	 	57	 
	SECTION 6.09. Trustee May File Proofs of Claim
	 	 	57	 
	SECTION 6.10. Priorities
	 	 	57	 
	SECTION 6.11. Undertaking for Costs
	 	 	58	 
	 
	 	 	 	 
	ARTICLE 7.

	 
	 	 	 	 
	TRUSTEE

	 
	 	 	 	 
	SECTION 7.01. Duties of Trustee
	 	 	58	 
	SECTION 7.02. Rights of Trustee
	 	 	59	 
	SECTION 7.03. Individual Rights of Trustee
	 	 	59	 
	SECTION 7.04. Trustee’s Disclaimer
	 	 	60	 
	SECTION 7.05. Notice of Defaults
	 	 	60	 
	SECTION 7.06. Reports by Trustee to Holders
	 	 	60	 
	SECTION 7.07. Compensation and Indemnity
	 	 	60	 
	SECTION 7.08. Replacement of Trustee
	 	 	61	 






-ii-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 7.09. Successor Trustee by Merger, Etc.
	 	 	62	 
	SECTION 7.10. Eligibility; Disqualification
	 	 	62	 
	SECTION 7.11. Preferential Collection of Claims Against Company
	 	 	62	 
	 
	 	 	 	 
	ARTICLE 8.

	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	SECTION 8.01. Option To Effect Legal Defeasance or Covenant Defeasance
	 	 	62	 
	SECTION 8.02. Legal Defeasance and Discharge
	 	 	63	 
	SECTION 8.03. Covenant Defeasance
	 	 	63	 
	SECTION 8.04. Conditions to Legal or Covenant Defeasance
	 	 	63	 
	SECTION 8.05. Deposited Cash and U.S. Government Securities To Be Held In
Trust; Other Miscellaneous Provisions
	 	 	64	 
	SECTION 8.06. Repayment to Company
	 	 	65	 
	SECTION 8.07. Reinstatement
	 	 	65	 
	 
	 	 	 	 
	ARTICLE 9.

	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	SECTION 9.01. Without Consent of Holders of Notes
	 	 	65	 
	SECTION 9.02. With Consent of Holders of Notes
	 	 	66	 
	SECTION 9.03. Compliance with Trust Indenture Act
	 	 	67	 
	SECTION 9.04. Revocation and Effect of Consents
	 	 	67	 
	SECTION 9.05. Notation on or Exchange of Notes
	 	 	68	 
	SECTION 9.06. Trustee To Sign Amendments, Etc.
	 	 	68	 
	 
	 	 	 	 
	ARTICLE 10.

	 
	 	 	 	 
	GUARANTEES

	 
	 	 	 	 
	SECTION 10.01. Guarantee
	 	 	68	 
	SECTION 10.02. Limitation on Guarantor Liability
	 	 	70	 
	SECTION 10.03. Execution and Delivery of Guarantee
	 	 	70	 
	SECTION 10.04. Guarantors May Consolidate, Etc., on Certain Terms
	 	 	71	 
	SECTION 10.05. Releases Following Merger, Consolidation or Sale of Assets, Etc.
	 	 	71	 
	 
	 	 	 	 
	ARTICLE 11.

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	SECTION 11.01. Satisfaction and Discharge
	 	 	72	 
	SECTION 11.02. Deposited Cash and U.S. Government
Securities To Be Held in Trust; Other Miscellaneous Provisions
	 	 	72	 
	SECTION 11.03. Repayment to Company
	 	 	73	 
	 
	 	 	 	 
	ARTICLE 12.

	 
	 	 	 	 
	SUBORDINATION

	 
	 	 	 	 
	SECTION 12.01. Agreement To Subordinate
	 	 	73	 
	SECTION 12.02. Liquidation; Dissolution; Bankruptcy
	 	 	73	 
	SECTION 12.03. Default on Designated Senior Debt
	 	 	73	 
	SECTION 12.04. Acceleration of Notes
	 	 	74	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 12.05. When Distribution Must Be Paid Over
	 	 	74	 
	SECTION 12.06. Notice by the Company
	 	 	75	 
	SECTION 12.07. Subrogation
	 	 	75	 
	SECTION 12.08. Relative Rights
	 	 	75	 
	SECTION 12.09. Subordination May Not Be Impaired by the Company
	 	 	76	 
	SECTION 12.10. Distribution or Notice to Representative
	 	 	76	 
	SECTION 12.11. Rights of Trustee and Paying Agent
	 	 	76	 
	SECTION 12.12. Authorization To Effect Subordination
	 	 	76	 
	SECTION 12.13. Trust Moneys Not Subordinated
	 	 	77	 
	SECTION 12.14. Payment and Distribution
	 	 	77	 
	SECTION 12.15. No Claims
	 	 	77	 
	SECTION 12.16. Acknowledgement of Holders
	 	 	77	 
	 
	 	 	 	 
	ARTICLE 13.

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 13.01. Trust Indenture Act Controls
	 	 	77	 
	SECTION 13.02. Notices
	 	 	78	 
	SECTION 13.03. Communication by Holders of Notes with Other Holders of Notes
	 	 	79	 
	SECTION 13.04. Certificate and Opinion as to Conditions Precedent
	 	 	79	 
	SECTION 13.05. Statements Required in Certificate or Opinion
	 	 	79	 
	SECTION 13.06. Rules by Trustee and Agents
	 	 	79	 
	SECTION 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders
	 	 	79	 
	SECTION 13.08. Governing Law
	 	 	80	 
	SECTION 13.09. No Adverse Interpretation of Other Agreements
	 	 	80	 
	SECTION 13.10. SUCCESSORS.
	 	 	80	 
	SECTION 13.11. Severability
	 	 	80	 
	SECTION 13.12. Counterpart Originals
	 	 	80	 
	SECTION 13.13. Table of Contents, Headings, Etc.
	 	 	80	 
	SECTION 13.14. Qualification of This Indenture
	 	 	80	 







-iv-









 








EXHIBITS




	 	 	 
	Exhibit A

	 	FORM OF 73/4% SENIOR SUBORDINATED NOTE DUE 2015
	Exhibit B

	 	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C

	 	FORM OF CERTIFICATE OF EXCHANGE
	Exhibit D

	 	FORM OF NOTE GUARANTEE






-v-









 





          This INDENTURE, dated as of May 7, 2009, is by and among Psychiatric Solutions, Inc., a
Delaware corporation, each Guarantor listed on the signature pages hereto, and U.S. Bank National
Association, as trustee (the “Trustee”)



          The Company, each Guarantor and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the 73/4% Senior Subordinated Notes due 2015 (the
“Notes”) issued under this Indenture:



ARTICLE 1.




DEFINITIONS AND INCORPORATION BY REFERENCE




SECTION 1.01. Definitions.




          For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:



          “144A Global Note” means a Global Note in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with and registered in the name
of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount
of the Notes sold for initial resale in reliance on Rule 144A.



          “Acquired Debt” means, with respect to any specified Person:



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



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



          “Additional Interest” has the meaning set forth in a Registration Rights Agreement
relating to amounts to be paid in the event the Company fails to satisfy certain conditions set
forth herein. For all purposes of this Indenture, the term “interest” shall include Additional
Interest, if any, with respect to the Notes.



          “Additional Notes” means any Notes (other than Initial Notes, Exchange Notes and Notes
issued under Sections 2.06, 2.07, 2.10 and 3.06 hereof) issued under this Indenture in accordance
with Sections 2.02, 2.15 and 4.09 hereof, as part of the same series as the Initial Notes or as an
additional series.



          “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, means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting securities, by agreement or
otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will
be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by”
and “under common control with” have correlative meanings.



          “Agent” means any Registrar, coregistrar, Paying Agent or additional paying agent.



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



 









 





          “Asset Sale” means the sale, lease, transfer, conveyance or other disposition of any
assets or rights, other than sales, leases, transfers, conveyances or other dispositions of
inventory in the ordinary course of business consistent with past practices; 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 will be governed by Section 4.17 hereof and/or Section
5.01 hereof and not by Section 4.12 hereof.



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




     (a) any single transaction or series of related transactions that involves assets
having a fair market value of less than $5.0 million;




     (b) a sale, lease, transfer, conveyance or other disposition of assets between or among
the Company and its Restricted Subsidiaries;




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




     (d) a sale, lease, transfer, conveyance or other disposition effected in compliance
with the provisions described in Article 5 hereof;




     (e) a Restricted Payment or Permitted Investment that is permitted by Section 4.10
hereof;




     (f) a transfer of property or assets that are obsolete, damaged or worn out equipment
and that are no longer useful in the conduct of the Company’s or its Subsidiaries’ business
and that is disposed of in the ordinary course of business; and




     (g) a Permitted Asset Swap.



          “Attributable Debt” in respect of a sale and leaseback transaction means, at the time
of determination, the present value of the obligation of the lessee for net rental payments during
the remaining term of the lease included in such sale and leaseback transaction including any
period for which such lease has been extended or may, at the option of the lessor, be extended.
Such present value shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.



          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors, or the law of any other jurisdiction relating to bankruptcy, insolvency, winding
up, liquidation, reorganization or 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” will 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. The terms “Beneficially Owns” and
“Beneficially Owned” have a corresponding meaning.



          “Board of Directors” means:




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




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




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



-2-









 





          “Board Resolution” of a Person means a copy of a resolution certified by the secretary
or an assistant secretary (or individual performing comparable duties) of the applicable Person to
have been duly adopted by the Board of Directors of such Person and to be in full force and effect
on the date of such certification, and delivered to the Trustee.



          “Business Day” means any day other than a Legal Holiday.



          “Capital Lease Obligation” means, at the time any determination 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:




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




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




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




     (d) 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:




     (a) United States dollars;




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




     (c) certificates of deposit and eurodollar time deposits with maturities of six months
or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six
months 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 and a Thomson Bank Watch Rating of “B” or better;




     (d) repurchase obligations with a term of not more than seven days for underlying
securities of the types described in clauses (b) and (c) above entered into with any
financial institution meeting the qualifications specified in clause (c) above;




     (e) commercial paper rated at least A-1 by Standard & Poor’s Rating Services, or at
least P-1 by Moody’s Investors Service, Inc., and in each case maturing within six months
after the date of acquisition; and




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



          “Change of Control” means the occurrence of any of the following:




     (a) 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



-3-









 







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);




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




     (c) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as defined in clause (a) above),
becomes the Beneficial Owner, directly or indirectly, of more than 30% of the Voting Stock
of the Company, measured by voting power rather than number of shares;




     (d) the consummation by the Company of any “going private” transaction that would
constitute a “Rule 13e-3 transaction” as defined in the Exchange Act;




     (e) the first day on which a majority of the members of the Board of Directors of the
Company are not Continuing Directors; or




     (f) the Company consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event pursuant to a
transaction in which any of the outstanding Voting Stock of the Company or such other Person
is converted into or exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company outstanding immediately prior to such
transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock)
of the surviving or transferee Person constituting a majority of the outstanding shares of
such Voting Stock of such surviving or transferee Person (immediately after giving effect to
such issuance).



          “Clearstream” means Clearstream Banking S.A. and any successor thereto.



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



          “Commission” means the Securities and Exchange Commission.



          “Company” means Psychiatric Solutions, Inc., and any successor 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:




     (a) an amount equal to any extraordinary loss plus any net loss realized by such Person
or any of its Subsidiaries in connection with an Asset Sale, to the extent such losses were
deducted in computing such Consolidated Net Income; plus




     (b) 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




     (c) 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 payments, the interest component of any deferred payment obligations, the interest
component of all payments associated with Capital Lease Obligations, imputed interest with
respect to Attributable Debt, 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




     (d) 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



-4-









 







expenses (excluding any such non-cash expense to the extent that it represents an accrual
of or reserve for expenses to be paid in cash in any future period) of such Person and its
Restricted Subsidiaries for such period to the extent that such depreciation, amortization
and other non-cash expenses were deducted in computing such Consolidated Net Income; minus




     (e) 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.



          “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; provided that:




     (a) 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 will be included only to the extent
of the amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary of the Person;




     (b) the Net Income of any Restricted Subsidiary will 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 Restricted Subsidiary or its
stockholders;




     (c) the Net Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition will be excluded; and




     (d) the cumulative effect of a change in accounting principles will be excluded.



          “Consolidated Net Tangible Assets” means, as of any date of determination, the sum of
the amounts that would appear on a consolidated balance sheet of the Company and its consolidated
Restricted Subsidiaries as the total assets (less accumulated depreciation and amortization,
allowances for doubtful receivables, other applicable reserves and other properly deductible items)
of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting, and
after deducting therefrom consolidated current liabilities and, to the extent otherwise included,
the amounts of (without duplication):




     (a) the excess of cost over fair market value of assets or businesses acquired;




     (b) any revaluation or other write-up in book value of assets subsequent to the last
day of the fiscal quarter of the Company immediately preceding the date of issuance of the
notes as a result of a change in the method of valuation in accordance with GAAP;




     (c) unamortized debt discount and expenses and other unamortized deferred charges,
goodwill, patents, trademarks, service marks, trade names, copyrights, licenses,
organization or developmental expenses and other intangible items;




     (d) minority interests in consolidated subsidiaries held by Persons other than the
Company or any Restricted Subsidiary;




     (e) treasury stock;




     (f) cash or securities set aside and held in a sinking or other analogous fund
established for the purpose of redemption or other retirement of Capital Stock to the extent
such obligation is not reflected in Consolidated Current Liabilities; and



-5-









 






     (g) Investments in and assets of Unrestricted Subsidiaries.



          “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who:




     (a) was a member of such Board of Directors on the date of this Indenture; or




     (b) was nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board at the time of such
nomination or election.



          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee
specified in Section 13.02 hereof, or such other address as to which the Trustee may give notice to
the Company.



          “Credit Agreement” means the Second Amended and Restated Credit Agreement, dated as of
July 1, 2005, as amended by Amendment No. 1, dated as of December 1, 2006, as further amended by
Amendment No. 2, dated as of May 31, 2007, as further amended by an Incremental Facility Amendment,
dated as of February 25, 2009, among the Company, the Guarantors party thereto, Citicorp North
America, Inc., as term loan facility administrative agent, Bank of America, N.A., as revolving
credit facility administrative agent, collateral agent and swing line lender, Citigroup Global
Markets Inc. and Banc of America Securities LLC, as co-syndication agents, Citigroup Global Markets
Inc., as documentation agent and as sole lead arranger and sole book manager, and the lenders from
time to time party thereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as amended, restated,
modified, renewed, refunded, replaced or refinanced (in whole or in part) from time to time,
whether or not with the same lenders or agent.



          “Credit Facilities” mean, one or more debt facilities or agreements (including,
without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks
or other institutional lenders or investors 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 (including
any agreement to extend the maturity thereof and adding additional borrowers or guarantors) in
whole or in part from time to time under the same or any other agent, lender or group of lenders
and including increasing the amount of available borrowings thereunder; provided that such increase
is permitted by Section 4.09 hereof.



          “Custodian” means, with respect to the Notes issuable or issued in whole or in part in
global form, the Person specified in Section 2.03(c) hereof as Custodian with respect to the Notes,
and any and all successors thereto appointed as custodian hereunder and having become such pursuant
to the applicable provisions of this Indenture.



          “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 or 2.10 hereof, in substantially the form of
Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the
“Schedule of Exchanges of Interests in the Global Note” attached thereto.



          “Depositary” means, with respect to the Notes issuable or issued in whole or in part
in global form, the Person specified in Section 2.03(b) 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 provisions of this Indenture.



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          “Designated Senior Debt” means (a) any Indebtedness outstanding under the Credit
Agreement and (b) any other Senior Debt permitted hereunder the principal amount of which is $25.0
million or more and that has been designated by the Company as “Designated Senior Debt.”



          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of
any security into which it is convertible, or for which it is exchangeable, in each case at the
option of the holder of the Capital Stock), 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 of the Capital Stock, in whole or in part, on or prior to the date that is 91
days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have
the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change
of Control or an Asset Sale will 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 the Section 4.10 hereof.



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



          “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 any private or public sale of common stock of the Company.



          “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and
any successor thereto.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          “Exchange Notes” means notes issued in exchange for the Initial Notes or any
Additional Notes pursuant to a Registration Rights Agreement.



          “Exchange Offer” has the meaning set forth in a Registration Rights Agreement relating
to an exchange of Notes registered under the Securities Act for Notes not so registered.



          “Exchange Offer Registration Statement” has the meaning set forth in a Registration
Rights Agreement.



          “Existing Indebtedness” means (i) Indebtedness existing on July 6, 2005 (other than
Indebtedness under this Indenture and the Credit Agreement), (ii) the Existing 73/4% Notes and (iii)
any existing HUD Financings.



          “Existing 73/4% Notes” means the 73/4% senior subordinated notes due 2015 issued by the
Company on July 6, 2005 and the 73/4% senior subordinated notes due 2015 issued by the Company on May
31, 2007, in each case pursuant to that certain indenture dated as of July 6, 2005 by and among the
Company, the guarantors party thereto and U.S. Bank National Association, as successor to Wachovia
Bank, National Association, as trustee, as supplemented from time to time.



          “Financing Transactions” means the Financing Transactions as described in the Offering
Memorandum.



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




     (a) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued, including, without limitation, non-cash interest
payments, the interest



-7-









 







component of any deferred payment obligations, the interest component
of all payments associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, 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; plus




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




     (c) 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




     (d) the product of (i) all dividends, whether paid or accrued and whether or not in
cash, on any series of 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, times (ii) 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 will 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:




     (a) 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 will be given pro forma effect
(calculated in accordance with Regulation S-X) as if they had occurred on the first day of
the four-quarter reference period and Consolidated Cash Flow for such reference period will
be calculated without giving effect to clause (c) of the proviso set forth in the definition
of Consolidated Net Income;




     (b) the Consolidated Cash Flow attributable to discontinued operations, as determined
in accordance with GAAP (other than the treatment of the termination and expiration of
management contracts which shall be governed by Accounting Principles Board Opinion No. 2 as
in effect before the adoption of Financial Accounting Standards No. 144), and operations or
businesses disposed of prior to the Calculation Date, will be excluded; and




     (c) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP (other than the treatment of the termination and expiration of
management contracts which shall be governed by Accounting Principles Board Opinion No. 2 as
in effect before the adoption of Financial Accounting Standards No. 144), and operations or
businesses disposed of prior to the Calculation Date, will 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.



-8-









 





          “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 were in effect on July 6, 2005.



          “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 Note” means any global Note in the form of Exhibit A hereto issued in
accordance with Article 2 hereof.



          “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. The term “guarantee” used
as a verb has a corresponding meaning.



          “Guarantors” means each of:




     (a) the Company’s Domestic Subsidiaries (other than the HUD Financing Subsidiaries, PSI
Surety, Inc. and certain immaterial Subsidiaries in which neither PSI nor any Restricted
Subsidiary has made an Investment in excess of $100,000); and




     (b) any other Subsidiary that executes a Subsidiary Guarantee in accordance with the
provisions of this Indenture;


and their respective successors and assigns.




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




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




     (b) other agreements or arrangements designed to protect such Person against
fluctuations in interest rates.



          “Holder” means a Person in whose name a Note is registered in the Security Register.



          “HUD Financing” means Indebtedness of HUD Financing Subsidiaries that is insured by
the Federal Housing Administration, an organizational unit of the United States Department of
Housing and Urban Development.



          “HUD Financing Subsidiaries” means any Domestic Subsidiary formed solely for the
purpose of holding assets pledged as security in connection with any HUD Financing, including Holly
Hill Real Estate, LLC, Cedar Springs Hospital Real Estate, Inc., Canyon Ridge Real Estate, LLC,
Delaware Investment Associates, LLC, Neuro Rehab Real Estate, L.P., Texas Oaks Psychiatric Hospital
Real Estate, L.P., Texas San Marcos Treatment Center Real Estate, L.P., Cypress Creek Real Estate,
L.P., West Oaks Real Estate, L.P. and Riveredge Real Estate, Inc.; provided that the designation of
a Domestic Subsidiary as a HUD Financing Subsidiary shall be evidenced by an Officers’ Certificate
stating that such Domestic Subsidiary shall be designated as a HUD Financing Subsidiary and
certifying that the sole purpose of such HUD Financing Subsidiary shall be to hold assets pledged
as security in connection with HUD Financing and that the incurrence of the HUD Financing complies
with the provisions of Section 4.09 hereof.



-9-









 





          “Indebtedness” means, with respect to any specified Person, any indebtedness of such
Person, whether or not contingent:




     (a) in respect of borrowed money;




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




     (c) in respect of banker’s acceptances;




     (d) representing Capital Lease Obligations;




     (e) representing 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




     (f) representing 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.



          The amount of any Indebtedness outstanding as of any date will be:




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




     (ii) the principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.



          “Indenture” means this indenture, as originally executed or as it may from time to
time be supplemented or amended in accordance with Article 9 hereof.



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



          “Initial Notes” means $120,000,000 aggregate principal amount of Notes issued under
this Indenture on the Issue Date.



          “Interest Payment Dates” shall have the meaning set forth in paragraph 1 of any Note
in the form of Exhibit A hereto issued in accordance with Article 2 hereof.



          “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 and similar
advances, fees and compensation paid to officers, directors 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 will 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 4.10. The acquisition by the Company or any Subsidiary of the Company
of a Person that holds an Investment in a third Person will be deemed to be an Investment by the
Company or such



-10-









 







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 4.10.



          “Issue Date” means May 7, 2009.



          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in
the City of New York, the city in which the Corporate Trust Office of the Trustee is located or any
other place of payment on the Notes are authorized by law, regulation or executive order to remain
closed.



          “Letter of Transmittal” means the letter of transmittal, or its electronic equivalent
in accordance with the Applicable Procedures, to be prepared by the Company and sent to all Holders
of the Initial Notes or any Additional Notes for use by such Holders in connection with an Exchange
Offer.



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



          “Mandatory Principal Redemption Amount” means the portion of a Note, if any,
determined by the Company in good faith to be required to be redeemed to prevent such Note from
being treated as an “applicable high yield discount obligation” within the meaning of Section
163(i)(1) of the Code.



          “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency
business thereof.



          “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:




     (a) any gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with: (i) any Asset Sale; or (ii) 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




     (b) any extraordinary gain (but not loss), together with any related provision for
taxes on such extraordinary gain (but not loss).



          “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any Asset
Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal,
accounting and investment banking fees, and sales commissions, and any relocation expenses incurred
as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, 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 Senior Debt,
secured by a Lien on the asset or assets that were the subject of such Asset Sale, and any reserve
for adjustment in respect of the sale price of such asset or assets established in accordance with
GAAP.



          “Non-recourse Debt” means Indebtedness:




     (a) as to which neither the Company nor any of its Restricted Subsidiaries (i) provides
credit support of any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise,
or (iii) constitutes the lender;



-11-









 






     (b) 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 of both any holder of any other Indebtedness (other than the Notes) of
the Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated
maturity; and




     (c) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.



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



          “Offering Memorandum” means the Offering Memorandum relating to the Initial Notes
dated May 4, 2009.



          “Officer” means the Chief Executive Officer, the President, the Chief Financial
Officer, any Executive Vice President or the Treasurer of the Company.



          “Officers’ Certificate” means a certificate, in form and substance reasonably
satisfactory to the Trustee, signed by two Officers of the Company, at least one of whom shall be
the principal executive officer or principal financial officer of the Company, and delivered to the
Trustee.



          “OID Legend” means the legend set forth in Section 2.06(g)(iii), which is required to
be placed on all Notes issued with original issue discount for U.S. federal income tax purposes.



          “Opinion of Counsel” means a written opinion, in form and substance reasonably
satisfactory to the Trustee, from legal counsel who is acceptable to the Trustee and which meets
the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the
Company or the Trustee.



          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a
Person who has an account with the Depositary, Euroclear or Clearstream, respectively, and, with
respect to DTC, shall include Euroclear and Clearstream.



          “Permitted Asset Swap” means sales, transfers or other dispositions of assets,
including all of the outstanding Capital Stock of a Restricted Subsidiary, for consideration at
least equal to the fair market value of the assets sold or disposed of, but only if the
consideration received consists of Capital Stock of a Person that becomes a Restricted Subsidiary
engaged in, or property or assets (other than cash, except to the extent used as a bona fide means
of equalizing the value of the property or assets involved in the swap transaction) of a nature or
type or that are used in, a business having property or assets of a nature or type, or engaged in a
business similar or related to the nature or type of the property and assets of, or business of,
the Company and the Restricted Subsidiaries existing on the date of such sale or other disposition.



          “Permitted Business” means the lines of business conducted by the Company and its
Restricted Subsidiaries on the Issue Date and the businesses reasonably related thereto, including
the ownership, operation and/or management of a hospital, outpatient clinic or other facility or
business that is used or useful in or related to the provision of health care services in
connection with the ownership, operation and/or management of such hospital or outpatient clinic or
ancillary to the provision of health care services or information or the investment in or
management, lease or operation of a hospital or outpatient clinic.



          “Permitted Investments” means:




     (a) any Investment in the Company or a Restricted Subsidiary;




     (b) any Investment in Cash Equivalents;



-12-









 






     (c) any Investment by the Company or any Restricted Subsidiary in a Person, if as a
result of such Investment:




     (i) such Person becomes a Restricted Subsidiary; or




     (ii) 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 Subsidiary;




     (d) 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 4.12 hereof;




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




     (f) any Investments received in compromise of obligations of such persons incurred in
the ordinary course of trade creditors or customers that were incurred in the ordinary
course of business, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer;




     (g) Hedging Obligations;




     (h) Investments the payment for which is Capital Stock (other than Disqualified Stock)
of the Company;




     (i) Physician Support Obligations;




     (j) Investments in prepaid expenses, negotiable instruments held for collection,
utility and workers compensation, performance and similar deposits made in the ordinary
course of business;




     (k) loans and advances to non-executive officers and employees of the Company or any
Restricted Subsidiary in the ordinary course of business in accordance with the past
practices of the Company or any Restricted Subsidiary in an aggregate amount for all such
loans and advances not to exceed $1.0 million at any time outstanding;




     (l) Investments in any Person to the extent such Investment represents the non-cash
portion of the consideration received in connection with an Asset Sale consummated in
compliance with Section 4.12 hereof;




     (m) Investments existing on the date of this Indenture; and




     (n) 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 (n) that
are at the time outstanding, not to exceed $30.0 million.



          “Permitted Junior Securities” means:




     (a) Equity Interests in the Company or any Guarantor; or




     (b) debt securities that are subordinated to all Senior Debt and any debt securities
issued in exchange for Senior Debt to substantially the same extent as, or to a greater
extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under
this Indenture.



          “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,



-13-









 







replace, defease or refund other Indebtedness of the Company or any of
its Restricted Subsidiaries (other than intercompany Indebtedness); provided, however, that:




     (a) 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 extended, refinanced, renewed, replaced, defeased or
refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and
premiums incurred in connection therewith);




     (b) in the case of Indebtedness other than Senior Debt, such Permitted Refinancing
Indebtedness has a final maturity date the same as or 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;




     (c) if Subordinated Obligations are being extended, refinanced, renewed, replaced,
defeased or refunded, such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and is subordinated in right of payment to, the Notes
on terms at least as favorable to the holders of Notes as those contained in the
documentation governing the Subordinated Obligations being extended, refinanced, renewed,
replaced, defeased or refunded; and




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



          “Person” means 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 Qualified Physician made or given by the Company or any of its Subsidiaries, (a)
in the ordinary course of its business, and (b) pursuant to a written agreement having a period not
to exceed five years; provided, however, that any such guarantee of Indebtedness of a Qualified
Physician shall be expressly subordinated in right of payment to the Notes or the Subsidiary
Guarantees, as the case may be.



          “Predecessor Note” of any particular Note means every previous Note evidencing all or
a portion of the same Debt as that evidenced by such particular Note; and any Note authenticated
and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same Debt as the lost, destroyed or stolen Note.



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



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



          “Qualified Physicians” means one or more physicians or health care professionals
providing service to patients in a health care facility owned, operated or managed by the Company
or any of its Restricted Subsidiaries.



          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of
the date hereof, among the Company, the Guarantors and Banc of America Securities LLC on behalf of
the Initial Purchasers named therein 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, or exchange such Additional Notes
for registered notes, under the Securities Act.



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          “Regular Record Date” for the interest payable on any Interest Payment Date means the
applicable date specified as a “Record Date” on the face of any Note in the form of Exhibit A
hereto issued in accordance with Article 2 hereof.



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



          “Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing
the Global Note Legend and the Private Placement Legend and deposited with and registered in the
name of the Depositary or its nominee issued in a denomination equal to the outstanding principal
amount of the Notes sold for initial resale in reliance on Rule 904 of Regulation S.



          “Representative” means the trustee, agent or representative expressly authorized to
act in such capacity, if any, for an issue of Senior Debt.



          “Responsible Officer,” when used with respect to the Trustee, means any officer within
the Corporate Trust Office of the Trustee (or any successor group of the Trustee) with direct
responsibility for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his
or her knowledge of and familiarity with the particular subject.



          “Restricted Definitive Note” means one or more Definitive Notes bearing the Private
Placement Legend.



          “Restricted Global Notes” means 144A Global Notes and Regulation S Global Notes.



          “Restricted Investment” means an Investment other than a Permitted Investment.



          “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that
is not a Unrestricted Subsidiary.



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



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



          “Rule 405” means Rule 405 promulgated under the Securities Act.



          “Rule 903” means Rule 903 promulgated under the Securities Act.



          “Rule 904” means Rule 904 promulgated under the Securities Act.



          “S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill, Inc., or
any successor to the rating agency business thereof.



          “Securities Act” means the Securities Act of 1933, as amended.



          “Senior Debt” means:




     (a) all Indebtedness of the Company or any Guarantor outstanding under Credit
Facilities and all Hedging Obligations with respect thereto;




     (b) all Indebtedness of the Company or any Guarantor outstanding under HUD Financing;




     (c) any other Indebtedness of the Company or any Guarantor permitted to be incurred
under the terms of this Indenture, unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or subordinated in right of payment
to the Notes or any Subsidiary Guarantee; and



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     (d) all Obligations with respect to the items listed in the preceding clauses (a), (b)
and (c).



          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;




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




     (iii) the Existing 73/4% Notes;




     (iv) any trade payables; or




     (v) the portion of any Indebtedness that is incurred in violation of this Indenture.



          “Senior Subordinated Indebtedness” means (a) with respect to the Company, the Notes
and any other Indebtedness of the Company that specifically provides that such Indebtedness is to
have the same rank as the Notes in right of payment and is not subordinated by its terms in right
of payment to any Indebtedness or other obligation of the Company which is not Senior Debt; (b)
with respect to any Guarantor, the Subsidiary Guarantees and any other Indebtedness of such
Guarantor that specifically provides that such Indebtedness is to have the same rank as the
Subsidiary Guarantees in right of payment and is not subordinated by its terms in right of payment
to any Indebtedness or other obligation of such Guarantor which is not Senior Debt; and (c) the
Existing 73/4% Notes.



          “Shelf Registration Statement” means a registration statement relating to the
registration of the Notes under Rule 415 of the Securities Act, as may be set forth in a
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 Securities Act,
as such regulation is in effect on July 6, 2005.



          “Stated Maturity” means, with respect to any installment of interest or principal on
any series of Indebtedness, the date on which the payment of interest or principal was scheduled to
be paid in the original documentation governing such Indebtedness, and will 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.



          “Subordinated Obligations” means any Indebtedness of the Company (whether outstanding
on the date hereof or thereafter incurred) that is subordinate or junior in right of payment to the
Notes pursuant to a written agreement to that effect.



          “Subsidiary” means, with respect to any specified Person:




     (a) 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 of the
corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and




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



          “Subsidiary Guarantee” means the Guarantee of the Notes by each of the Guarantors
pursuant to Article 10 hereof and in the form of the Guarantee endorsed on the form of Note
attached as Exhibit D hereto and any additional Guarantee of the Notes to be executed by any
Subsidiary of the Company pursuant to Section 4.18 hereof.



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          “Surviving Person” means the surviving Person formed by a merger, consolidation or
amalgamation and, for purposes of Section 5.01 hereof, a Person to whom all or substantially all of
the properties or assets of the Company or any Guarantor is sold, assigned, transferred, conveyed
or otherwise disposed of.



          “TIA” means the Trust Indenture Act of 1939, as amended, and the rules and regulations
thereunder.



          “Treasury Rate” means, at the time of computation, the yield to maturity of United
States Treasury Securities with a constant maturity (as compiled and published in the most recent
Federal Reserve Statistical Release H.15(519) which has become publicly available at least two
business days prior to the redemption date or, if such
Statistical Release is no longer published, any publicly available source of similar market
data) most nearly equal to the period from the redemption date to July 15, 2010; provided, however,
that if the period from the redemption date to July 15, 2010 is not equal to the constant maturity
of a United States Treasury Security for which a weekly average yield is given, the Treasury Rate
shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from
the weekly average yields of United States Treasury Securities for which such yields are given,
except that if the period from the redemption date to July 15, 2010 is less than one year, the
weekly average yield on actually traded United States Treasury Securities adjusted to a constant
maturity of one year shall be used.



          “Trustee” means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable provisions
of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.



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



          “Unrestricted Global Notes” means one or more Global Notes that do not and are not
required to bear the Private Placement Legend and are deposited with and registered in the name of
the Depositary or its nominee.



          “Unrestricted Subsidiary” means any Subsidiary of the Company or any successor to any
of them 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:




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




     (b) is not party to any agreement, contract, arrangement or understanding with the
Company or any Restricted Subsidiary 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;




     (c) is a Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (i) to subscribe for additional Equity
Interests or (ii) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results;




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




     (e) has at least one director on its Board of Directors that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries and has at least one
executive officer that is not a director or executive officer of the Company or any of its
Restricted Subsidiaries.



          “U.S. Government Securities” means direct obligations (or certificates representing an
ownership interest in such obligations) of the United States of America (including any agency or
instrumentality thereof) for



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the payment of which the full faith and credit of the United States of
America is pledged and which are not callable or redeemable at the issuer’s option.



          “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:




     (a) the sum of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness, by (ii) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such
payment; by




     (b) the then outstanding principal amount of such Indebtedness.



SECTION 1.02. Other Definitions.




	 	 	 
	Term	 	Defined in Section
	“Acceleration Notice”
	 	6.02

	“Affiliate Transaction”
	 	4.14

	“AHYDO Redemption Date”
	 	3.08

	“Asset Sale Offer”
	 	4.12

	“Authentication Order”
	 	2.02

	“Benefited Party”
	 	10.01

	“Change of Control Offer”
	 	4.17

	“Change of Control Purchase Price”
	 	4.17

	“Covenant Defeasance”
	 	8.03

	“DTC”
	 	2.03

	“Event of Default”
	 	6.01

	“Legal Defeasance”
	 	8.02

	“Losses”
	 	7.07

	“Mandatory Principal Redemption”
	 	3.08

	“Offer Amount”
	 	3.09

	“Offer Period”
	 	3.09

	“Offer to Purchase”
	 	3.09

	“Paying Agent”
	 	2.03

	“Payment Blockage Notice”
	 	12.03

	“Purchase Date”
	 	3.09

	“Purchase Price
	 	3.09

	“Registrar”
	 	2.03

	“Security Register”
	 	2.03







SECTION 1.03. Incorporation by Reference of Trust Indenture Act.




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



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



          “indenture securities” means the Notes and the Guarantees;



          “indenture security holder” means a Holder of a Note;



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          “indenture to be qualified” means this Indenture;



          “indenture trustee” or “institutional trustee” means the Trustee; and



          “obligor” on the Notes means the Company and any successor obligor upon the Notes.



          (c) All other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule under the TIA and not otherwise defined
herein have the meanings so assigned to them.



SECTION 1.04. Rules of Construction.




          (a) Unless the context otherwise requires:




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




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




     (iii) “or” is not exclusive;




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




     (v) all references in this instrument to “Articles,” “Sections” and other subdivisions
are to the designated Articles, Sections and subdivisions of this instrument as originally
executed;




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




     (vii) “including” means “including without limitation;”




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




     (ix) references to sections of or rules under the Securities Act, the Exchange Act or
the TIA shall be deemed to include substitute, replacement or successor sections or rules
adopted by the Commission from time to time thereunder.



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 included in Exhibit A hereto, which is hereby incorporated in and
expressly made part of this Indenture. The Notes may have notations, legends or endorsements
required by law, exchange rule or usage in addition to those set forth on Exhibit A. Each Note
shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and
integral multiples thereof. The terms and provisions contained in the Notes shall constitute 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.
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) Form of Notes. Notes shall be issued initially in global form and shall be
substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in
definitive form shall be substantially in the form of



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Exhibit A attached hereto (but without the
Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Each Global Note shall represent such aggregate principal amount 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 and transfers of
interests therein. 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 Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.



          (c) Book-Entry provisions. This Section 2.01(c) shall apply only to Global Notes
deposited with the Trustee, as custodian for the Depositary. Participants and Indirect
Participants shall have no rights under this Indenture or any Global Note with respect to any
Global Note held on their behalf by the Depositary or by the Trustee as custodian for the
Depositary, and the Depositary shall be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or impair, as between the Depositary and its Participants
or Indirect Participants, the Applicable Procedures or the operation of customary practices of the
Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global
Note.



          (d) Euroclear and Clearstream 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 Clearstream” and “Customer Handbook” of Clearstream, or any
successor publications, shall be applicable to transfers of beneficial interests in Global Notes
that are held by Participants through Euroclear or Clearstream.



          (e) Certificated Securities. The Company shall exchange Global notes for Definitive
Notes if: (i) at any time the Depositary notifies the Company that it is unwilling or unable to
continue to act as Depositary for the Global Notes or if at any time the Depositary shall no longer
be eligible to act as such because it ceases to be a clearing agency registered under the Exchange
Act, and, in either case, the Company shall not have appointed a successor Depositary within 120
days after the Company receives such notice or becomes aware of such ineligibility, (ii) the
Company, at its option, determines that the Global Notes shall be exchanged for Definitive Notes
and delivers a written notice to such effect to the Trustee or (iii) upon written request of a
Holder or the Trustee if a Default or Event of Default shall have occurred and be continuing.



          Upon the occurrence of any of the events set forth in clauses (i), (ii) or (iii) above, the
Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate and deliver, Definitive Notes, in authorized denominations,
in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for
such Global Notes.



          Upon the exchange of a Global Note for Definitive Notes, such Global Note shall be cancelled
by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for
a Global Note pursuant to this Section 2.01 shall be registered in such names and in such
authorized denominations as the Depositary, pursuant to instructions from its Participants or its
Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in
writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by the
Persons in whose names such Definitive Notes are so registered or to the Depositary.



SECTION 2.02. Execution and Authentication.




          (a) One Officer shall execute the Notes on behalf of the Company by manual or facsimile
signature.



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



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          (c) 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.



          (d) The Trustee shall, upon a written order of the Company signed by an Officer (an
“Authentication Order”), authenticate Notes for issuance.



          (e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. Unless otherwise provided in such appointment, an authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent shall have the same rights
as the Trustee to deal with Holders, the Company or an Affiliate of the Company.



SECTION 2.03. Registrar And Paying Agent.




          (a) 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 (the
“Security Register”) of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The term “Registrar”
includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The
Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall
notify the Trustee in writing of the name and address of any Agent not a party to this Indenture.
If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.



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



          (c) The Company initially appoints the Trustee to act as Registrar and Paying Agent and to act
as Custodian with respect to the Global Notes, and the Trustee hereby agrees so to initially act.



SECTION 2.04. Paying Agent To Hold Money in Trust.




          The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by
the Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and shall
notify the Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all funds held by it relating to
the Notes to the Trustee. The Company at any time may require a Paying Agent to pay all funds 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 such funds. 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 funds held by it as Paying Agent. Upon any Event of Default under
Sections 6.01(i) and (j) hereof 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 or cause to be
furnished 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 or such shorter time as the Trustee may allow, as the Trustee
may reasonably require of the names and addresses of the Holders and the Company shall otherwise
comply with TIA Section 312(a).



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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, or by the Depositary or any such nominee to
a successor Depositary or a nominee of such successor Depositary. Upon the occurrence of any of
the events set forth in Section 2.01(e) above, Definitive Notes shall be issued in denominations of
$1,000 or integral multiples thereof and in such names as the Depositary shall instruct the Trustee
in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Except as provided above, 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), and beneficial interests in a Global Note may not be transferred and exchanged
other than 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 clause (i) or (ii) below,
as applicable, as well as one or more of the other following clauses, 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 and any
Applicable Procedures. 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. Except as may be required by any Applicable Procedures, no
written orders or instructions shall be required to be delivered to the Registrar to effect
the transfers described in this Section 2.06(b)(i).




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




     (iii) Transfer of Beneficial Interests in a Restricted Global Note to Another
Restricted Global Note. A holder of a beneficial interest in a Restricted Global Note
may transfer such beneficial interest 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:



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     (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 or, if
permitted by the Applicable Procedures, item (3) thereof;




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




     (C) [Reserved].




     (iv) Transfer or Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A holder of a beneficial interest
in a Restricted Global Note may exchange such beneficial interest for a beneficial interest
in an Unrestricted Global Note or may transfer such beneficial interest to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only 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 a Registration Rights Agreement and the holder of the beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
makes any and all certifications required in the applicable Letter of Transmittal
(or is deemed to have made such certifications if delivery is made through the
Applicable Procedures) as may be required by such Registration Rights Agreement;




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




     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a 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 clause (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 complies 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 clause (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Company shall execute and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to
the aggregate principal amount of beneficial interests transferred pursuant to clause (B) or
(D) above.



-23-









 






     (v) Transfer or Exchange of Beneficial Interests in an Unrestricted Global Note for
Beneficial Interests in a Restricted Global Note Prohibited. Beneficial interests in an
Unrestricted Global Note may not be exchanged for, or transferred to Persons who take
delivery thereof in the form of, beneficial interests in a Restricted Global Note.




     (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive
Notes.



          (i) Transfer or Exchange of Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. Subject to Section 2.06(a) hereof, 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 (as defined in Section 902(k) of Regulation S) 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 under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




     (E) [Reserved]; or




     (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,


the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section
2.06(h) hereof, the aggregate principal amount of the applicable Restricted Global Note, and the
Company shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02
hereof, the Trustee shall authenticate and deliver a Restricted Definitive Note in the appropriate
principal amount to the Person designated by the holder of such beneficial interest in the
instructions delivered to the Registrar by the Depositary and the applicable Participant or
Indirect Participant on behalf of such holder. Any Restricted Definitive Note issued in exchange
for beneficial interests in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall be
registered in such name or names and in such authorized denomination or denominations as the holder
of such beneficial interest shall designate in such instructions. The Trustee shall deliver such
Restricted Definitive Notes to the Persons in whose names such Notes are so registered. Any
Restricted 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) Transfer or Exchange of Beneficial Interests in Restricted Global Notes to
Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, 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 an Exchange Offer in accordance
with a 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, makes any and all
certifications in the applicable Letter of Transmittal



-24-









 







(or is deemed to have made such
certifications if delivery is made through the Applicable Procedures) as may be required by
such Registration Rights Agreement;




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




     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a 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 an Unrestricted Definitive Note, 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 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 clause (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 complies 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 any of the conditions of any of the clauses of this Section 2.06(c)(ii),
the Company shall execute and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the
appropriate principal amount to the Person designated by the holder of such beneficial interest in
instructions delivered to the Registrar by the Depositary and the applicable Participant or
Indirect Participant on behalf of such holder, and the Trustee shall reduce or cause to be reduced
in a corresponding amount pursuant to Section 2.06(h), the aggregate principal amount of the
applicable Restricted Global Note.



          (iii) Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if any holder of a
beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest
for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the
applicable conditions set forth in Section 2.06(b)(i) hereof, the Trustee shall reduce or cause to
be reduced in a corresponding amount pursuant to Section 2.06(h) hereof, the aggregate principal
amount of the applicable Unrestricted Global Note, and the Company shall execute, and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate
and deliver an Unrestricted Definitive Note in the appropriate principal amount to the Person
designated by the holder of such beneficial interest in instructions delivered to the Registrar by
the Depositary and the applicable Participant or Indirect Participant on behalf of such holder.
Any Unrestricted 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 designate in such instructions.
The Trustee shall deliver such Unrestricted Definitive Notes to the Persons in whose names such
Notes are so registered. Any Unrestricted 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 in the Global
Notes.



          (i) Transfer or Exchange of Restricted Definitive Notes to Beneficial Interests in
Restricted Global Notes. If any holder of a Restricted Definitive Note proposes to exchange
such Restricted Definitive Note for a beneficial interest in a Restricted Global Note or to
transfer such Restricted Definitive Notes to a Person who



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




     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, 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 (as defined in Rule 902(k) of Regulation S) 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) [Reserved]; or




     (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,


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased in a
corresponding amount pursuant to Section 2.06(h) hereof, the aggregate principal amount of, in the
case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above,
a 144A Global Note, and in the case of clause (C) above, a Regulation S Global Note.




          (ii) Transfer or Exchange of Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A holder of a Restricted Definitive Note may exchange such
Restricted Definitive 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 an Exchange Offer in accordance
with a 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, makes any and all
certifications in the applicable Letter of Transmittal (or is deemed to have made such
certifications if delivery is made through the Applicable Procedures) as may be required by
such Registration Rights Agreement;




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




     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such Restricted Definitive Note proposes to exchange such
Restricted Definitive Note 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)(c) thereof; or




     (2) if the holder of such Restricted Definitive Note proposes to transfer such
Restricted Definitive Note to a Person who shall take delivery thereof in the form
of a beneficial



-26-









 







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 clause (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 shall be effected in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend shall no longer be required in order to maintain compliance with the
Securities Act.



          Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the
Trustee shall cancel such Restricted Definitive Note and increase or cause to be increased in a
corresponding amount pursuant to Section 2.06(h) hereof, the aggregate principal amount of the
Unrestricted Global Note.



          (iii) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A holder of an Unrestricted Definitive Note may exchange such
Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer
such Unrestricted Definitive Note 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 in a corresponding amount pursuant to Section 2.06(h) hereof the
aggregate principal amount of one of the Unrestricted Global Notes.



          (iv) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in
Restricted Global Notes Prohibited. An Unrestricted Definitive Note may not be exchanged for,
or transferred to Persons who take delivery thereof in the form of, beneficial interests in a
Restricted Global Note.



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



          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
holder of Definitive Notes and such holder’s compliance with the provisions of this Section
2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar duly executed by such holder. 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) Transfer of 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, 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, 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, a certificate in the form of
Exhibit B hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.



-27-









 






     (ii) Transfer or Exchange of 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 only if:




     (A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with a Registration Rights Agreement and the holder, in the case of an
exchange, or the transferee, in the case of a transfer, makes any and all
certifications in the applicable Letter of Transmittal (or is deemed to have made
such certifications if delivery is made through the Applicable Procedures) as may be
required by a Registration Rights Agreement;




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




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




     (D) the Registrar receives the following:




     (1) if the holder of such Restricted Definitive Note proposes to
exchange such Restricted Definitive 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 Restricted Definitive 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 clause (D), if the Registrar so requests,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect
that such exchange or transfer complies 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 clauses of this Section
2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and the
Company shall execute, and upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate and deliver an Unrestricted
Definitive Note in the appropriate aggregate principal amount to the Person
designated by the holder of such prior Restricted Definitive Note in instructions
delivered to the Registrar by such holder.




     (iii) Transfer of Unrestricted Definitive Notes to Unrestricted Definitive
Notes. A holder of Unrestricted Definitive Notes may transfer such Unrestricted
Definitive 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 an Exchange Offer in accordance with a
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 (A) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal amount of the
beneficial interests in the applicable Restricted Global
Notes (1) tendered for acceptance by Persons that make any and all certifications in the
applicable Letters of Transmittal (or are deemed to have made such certifications if delivery is
made through the Applicable Procedures) as may be required by such Registration Rights Agreement
and (2) accepted for exchange in such Exchange Offer and (B) Unrestricted Definitive Notes in an
aggregate principal amount equal to the aggregate principal amount of



-28-









 







the Restricted Definitive
Notes tendered for acceptance by Persons who made the foregoing certifications and accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
reduce or cause to be reduced in a corresponding amount the aggregate principal amount of the
applicable Restricted Global Notes, and the Company shall execute and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and
deliver to the Persons designated by the holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate aggregate 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 clause (B) below, unless and until (x) a Note is exchanged
for an Exchange Note or sold in connection with an effective Shelf Registration Statement
pursuant to the Registration Rights Agreement, (y) with respect to a Restricted Global Note,
all of the beneficial interests in such Restricted Global Note have been exchanged for
beneficial interests in the Unrestricted Global Note in accordance with clause (j) of this
Section 2.06 or the Private Placement Legend has been removed from such Restricted Global
Note in accordance with clause (b)(iv), (c)(ii), (d)(ii) or (e)(ii) to this Section 2.06, or
(z) the Company determines and there is delivered to the Trustee an Opinion of Counsel
reasonably satisfactory to the Trustee and a letter of representation of the Company
reasonably satisfactory to the Trustee to the effect that the following legend and the
related restrictions on transfer are not required in order to maintain compliance with the
provisions of the Securities Act, 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:




     “THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. 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. 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) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES
ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (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 JURISDICTION AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE
SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN



-29-









 







CLAUSE (A) ABOVE.
NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY
RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to clause (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 2.06 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.




     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”




     (iii) OID Legend. Each Note issued with original issue discount for U.S.
federal income tax purposes shall bear a legend in substantially the following form:




     “THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271
ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER MAY OBTAIN THE
ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR
SUCH NOTES BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT
THE FOLLOWING ADDRESS: PSYCHIATRIC SOLUTIONS, INC., 6640 CAROTHERS PARKWAY, SUITE
500, FRANKLIN, TENNESSEE 37067, ATTENTION: GENERAL COUNSEL.”



          (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 cancelled in whole and not in part, each such Global
Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any



-30-









 







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 aggregate 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, the
aggregate principal amount of 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) 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, 4.12, 4.17 and 9.05 hereof).



          (ii) All Global Notes and Definitive Notes issued upon any registration or transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company,
evidencing the same debt as the Global Notes or Definitive Notes surrendered upon such registration
of transfer or exchange and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.



          (iii) Neither the Registrar nor the Company shall be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the
close of business on the date of selection, (B) to register the transfer of or to exchange any Note
so selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (C) to register the transfer of or to exchange a Note between a record date
(including a Regular Record Date) and the next succeeding Interest Payment Date.



          (iv) Prior to due presentment for the registration of 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, premium, if any,
and interest on such Note and for all other purposes, in each case regardless of any notice to the
contrary.



          (v) 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.



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



          (j) Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Upon
compliance with the following procedures, all of the beneficial interests in a Restricted Global
Note shall be exchanged for beneficial interests in the Unrestricted Global Note. In order to
effect such exchange, the Company shall provide written notice to the Trustee instructing the
Trustee to (i) direct the Depositary to transfer all of the outstanding beneficial interests in a
particular Restricted Global Note to the Unrestricted Global Note and provide the Depositary with
all such information as is necessary for the Depositary to appropriately credit and debit the
relevant Holder accounts and (ii) provide prior written notice to all Holders of such exchange,
which notice must include the date such exchange is to occur, the CUSIP number of the relevant Restricted Global
Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial
interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(j),
the Trustee shall be entitled to receive from the Company, and rely conclusively without any
liability, upon an Officers’ Certificate and an Opinion of Counsel to



-31-









 







the Company, in form and in
substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial
interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act.
Upon such exchange of beneficial interests pursuant to this Section 2.06(j), the Registrar shall
endorse the Schedule of Transfers and Exchanges to the relevant Notes and reflect on its books and
records the date of such transfer and a decrease and increase, respectively, in the principal
amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively,
equal to the principal amount of beneficial interests transferred. Following any such transfer
pursuant to this Section 2.06(j), the relevant Restricted Global Note shall be cancelled.



          (k) Transfers of Notes Held by Affiliates. Any certificate (i) evidencing a Note that
has been transferred to an affiliate (as defined in Rule 405) of the Company within one year after
the Issue Date, as evidenced by a notation on the assignment form for such transfer or in the
representation letter delivered in respect thereof, or (ii) evidencing a Note that has been
acquired from an affiliate (other than by an affiliate) in a transaction or a chain of transactions
not involving any public offering shall, until one year after the last date on which either the
Company or any affiliate of the Company was an owner of such Note, in each case, be in the form of
a permanent Definitive Note and bear the Private Placement Legend subject to the restrictions in
Section 2.06(g)(i). The Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 2.06. The Company, at its sole cost and expense,
shall have the right to inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written notice to the
Registrar.



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, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate a replacement Note. If required by the Trustee or the Company, the Holder of
such Note shall provide an affidavit of loss and indemnity that is sufficient, in the judgment of
the Trustee or the Company, to protect the Company, the Trustee, any Agent and any authenticating
agent from any loss that any of them may suffer in connection with such replacement. If required
by the Company, such Holder shall reimburse the Company for its reasonable expenses in connection
with such replacement.



          Every replacement Note issued in accordance with this Section 2.07 shall be the valid
obligation of the Company, evidencing the same debt as the destroyed, lost or stolen Note, 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.




          (a) The Notes outstanding at any time shall be the entire principal amount of Notes
represented by all of the Global Notes and Definitive Notes authenticated by the Trustee except for
those cancelled by it, those delivered to it for cancellation, those subject to reductions in
beneficial interests effected by the Trustee in accordance with Section 2.06 hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note shall not cease to be outstanding because the Company or an Affiliate of the Company holds the
Note; provided, however, that Notes held by the Company or a Subsidiary of the Company shall be
deemed not to be outstanding for purposes of Section 3.07(c) hereof.



          (b) If a Note is replaced pursuant to Section 2.07 hereof, it shall cease to be outstanding
unless the Trustee receives proof satisfactory to it that the replaced note is held by a bona fide
purchaser.



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



          (d) If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof)
holds, on a redemption date, a Purchase Date or a maturity date, funds 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.



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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 Affiliate of 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,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive
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 Global Notes or Definitive Notes in exchange for
temporary Notes, as applicable. After preparation of Definitive Notes, the Temporary Notes will be
exchangeable for Definitive Notes upon surrender of the Temporary Notes.



          Holders of temporary Notes shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.



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. Upon sole direction of the Company, the Trustee and no one else
shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall destroy cancelled Notes (subject to the record retention requirements of the
Exchange Act or other applicable laws) unless by written order, signed by an Officer of the
Company, the Company directs them to be returned to it. Certification of the destruction of all
cancelled Notes shall be delivered to the Company from time to time upon request. 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. Payment of Interest; 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 Interest 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 Interest Payment Date and the amount of such interest to be paid.



SECTION 2.13. CUSIP or ISIN Numbers.




          The Company in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” and/or “ISIN” numbers in notices of redemption or
Offers to Purchase as a convenience to Holders; provided, however, 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 or notice of an Offer to Purchase and that reliance
may be placed only on the other identification numbers printed on the Notes, and any such
redemption or Offer to Purchase shall not be affected by any defect in or omission of such numbers.
The Company shall promptly notify the Trustee of any change in the “CUSIP” and/or “ISIN” numbers.



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SECTION 2.14. Additional Interest.




          If Additional Interest is payable by the Company pursuant to a Registration Rights Agreement
and paragraph 1 of the Notes, the Company shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Additional Interest that is payable and (ii) the date on which such
interest is payable pursuant to Section 4.01 hereof. Unless and until a Responsible Officer of the
Trustee receives such a certificate or instruction or direction from the Holders in accordance with
the terms of this Indenture, the Trustee may assume without inquiry that no Additional Interest is
payable. The foregoing shall not prejudice the rights of the Holders with respect to their
entitlement to Additional Interest as otherwise set forth in this Indenture or the Notes and
pursuing any action against the Company directly or otherwise directing the Trustee to take any
such action in accordance with the terms of this Indenture and the Notes. If the Company has paid
Additional Interest directly to the Persons entitled to it, the Company shall deliver to the
Trustee an Officers’ Certificate setting forth the details of such payment.



SECTION 2.15. Issuance of Additional Notes.




          The Company shall be entitled, subject to its compliance with Section 4.09 hereof, to issue
Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued
on the date hereof, other than with respect to the date of issuance, issue price and rights under a
related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, any
Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single
class for all purposes under this Indenture, including directions, waivers, amendments, consents,
redemptions and Offers to Purchase.



          With respect to any Additional Notes, the Company shall set forth in a Board Resolution and an
Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following
information:




     (a) the aggregate principal amount of such Additional Notes to be authenticated and
delivered pursuant to this Indenture;




     (b) the issue price, the Issue Date and the CUSIP and/or ISIN number of such Additional
Notes; provided, that if any Additional Notes are not fungible for United States federal
income tax purposes with any of the Notes previously issued, such Additional Notes will have
a separate CUSIP number; and




     (c) whether such Additional Notes shall be subject to the restrictions on transfer set
forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive
Notes.



SECTION 2.16. Record Date.




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



ARTICLE 3.




REDEMPTION AND PREPAYMENT




SECTION 3.01. Notices to Trustee.




          If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 45 days but not more than 60 days
before a redemption date (or such shorter period as allowed by the Trustee), an Officers’
Certificate setting forth (a) the applicable section of this Indenture pursuant to which the
redemption shall occur, (b) the redemption date, (c) the principal amount of Notes to be redeemed
and (d) the redemption price.



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SECTION 3.02. Selection of Notes To Be Redeemed.




          If less than all of the Notes are to be redeemed at any time, the Trustee shall select the
Notes to be redeemed 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 deems
fair and appropriate. 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 integral multiples
thereof; 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 an integral multiple of $1,000, shall be redeemed.
Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for redemption.



SECTION 3.03. Notice of Redemption.




          At least 30 days but not more than 60 days prior to 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 such Holder’s registered address appearing in the Security Register, except that
redemption notices may be mailed more than 60 days prior to a redemption date if the notice is
issued in connection with a defeasance pursuant to Article 8 hereof or a satisfaction and discharge
pursuant to Article 11 hereof.



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




     (a) the redemption date;




     (b) the appropriate method for calculation of the redemption price, but need not
include the redemption price itself; the actual redemption price shall be set forth in an
Officers’ Certificate delivered to the Trustee no later than two (2) Business Days prior to
the redemption date;




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




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




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




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




     (g) the applicable section of this Indenture pursuant to which the Notes called for
redemption are being redeemed; and




     (h) that no representation is made as to the correctness of the CUSIP and/or ISIN
numbers, 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 its expense; provided, however, that the Company shall have delivered to the Trustee,
at least 45 days (or such shorter period allowed by the Trustee), prior to the redemption date, an
Officers’ Certificate requesting that the



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Trustee give such notice (in the name and at the expense
of the Company) and setting forth the information to be stated in such notice as provided in this
Section 3.03.



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 shall become irrevocably due and payable on the redemption date at the redemption price.
A notice of redemption may not be conditional.



SECTION 3.05. Deposit of Redemption Price.




          On or prior to 11:00 a.m. Eastern time on the Business Day prior to any redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and, if applicable, accrued and unpaid interest on all Notes to be redeemed on
that date, and shall invest such proceeds until such use to pay the redemption price as directed by
the Company in Cash Equivalents. The Trustee or the Paying Agent shall promptly, and in any event
within two (2) Business Days after the redemption date, 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 and unpaid interest, if any, 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
purchase or redemption in accordance with Section 2.08(d) hereof, whether or note such Notes are
presented for payment. If a Note is redeemed on or after a Regular Record Date but on or prior to
the related Interest Payment Date, then any accrued and unpaid interest, if any, shall be paid to
the Person in whose name such Note was registered at the close of business on such Regular 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 in accordance with Section 2.02 hereof, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed
portion of the Note surrendered.



SECTION 3.07. Optional Redemption.




          (a) Except as set forth in clauses (b) and (c) of this Section 3.07, the Notes shall not be
redeemable at the option of the Company prior to July 15, 2010. Beginning on July 15, 2010, the
Company may redeem all or a portion of the Notes, at once or over time, after giving the notice
required pursuant to Section 3.03 hereof, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest and Additional Interest, if
any, on the Notes redeemed, to the applicable redemption date (subject to the right of Holders of
record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment
Date), if redeemed during the twelve-month period commencing on July 15 of the years indicated
below:



	 	 	 	 	 
	Year	 	Percentage
	2010
	 	 	103.875	%
	2011
	 	 	102.583	%
	2012
	 	 	101.292	%
	2013 and thereafter
	 	 	100.000	%






          (b) [Reserved]



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          (c) At any time prior to July 15, 2010, the Company may redeem all or any portion of the
Notes, at once or over time, after giving the required notice under the indenture at a redemption
price equal to the greater of:




     (i) 100% of the principal amount of the notes to be redeemed, and




     (ii) the sum of the present values of (1) the redemption price of the notes at July 15,
2010 (as set forth above) and (2) the remaining scheduled payments of interest from the
redemption date through July 15, 2010, but excluding accrued and unpaid interest through the
redemption date, discounted to the redemption date (assuming a 360 day year consisting of
twelve 30 day months), at the Treasury Rate plus 50 basis points,


plus, in either case, accrued and unpaid interest, including Additional Interest, if any, to but
excluding the redemption date (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date).




          (d) Any notice to holders of Notes of such a redemption shall include the appropriate
calculation of the redemption price, but need not include the redemption price itself. The actual
redemption price, calculated as described above, shall be set forth in an Officers’ Certificate
delivered to the Trustee no later than two business days prior to the redemption date.



          (e) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.



SECTION 3.08. Mandatory Redemption.




          (a) Except as set forth in Section 3.08(b) hereof, the Company will not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.



          (b) If the Notes would otherwise constitute “applicable high yield discount obligations”
within the meaning of Section 163(i)(1) of the Code, on July 15, 2014 and each interest period
thereafter (each, an “AHYDO Redemption Date”), the Company will be required to redeem for
cash a portion of each Note then outstanding equal to the Mandatory Principal Redemption Amount
(such redemption, a “Mandatory Principal Redemption”). The redemption price for the
portion of each Note redeemed pursuant to a Mandatory Principal Redemption shall be 100% of the
principal amount of such portion plus any accrued interest thereon on the date of redemption. No
partial redemption or repurchase of the Notes prior to each AHYDO Redemption Date pursuant to any
other provision of this Indenture shall alter the Company’s obligation to make the Mandatory
Principal Redemption with respect to any Notes that remain outstanding on such AHYDO Redemption
Date.



          (c) Any redemption of the Notes pursuant to this Section 3.08 shall be made pursuant to the
provisions of Sections 3.01 through 3.06 hereof.



SECTION 3.09. Offer To Purchase.




          (a) In the event that, pursuant to Section 4.12 or 4.17 hereof, the Company shall be required
to commence an Asset Sale Offer or a Change of Control Offer (each, an “Offer to
Purchase”), it shall follow the procedures specified below.



          (b) The Company shall cause a notice of the Offer to Purchase to be sent at least once to the
Dow Jones News Service or similar business news service in the United States.



          (c) The Company shall commence the Offer to Purchase by sending, by first-class mail, with a
copy to the Trustee, to each Holder at such Holder’s address appearing in the Security Register, a
notice the terms of which shall govern the Offer to Purchase stating:



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     (i) that the Offer to Purchase is being made pursuant to this Section 3.09 and Section
4.12 or Section 4.17, as the case may be, and, in the case of a Change of Control Offer,
that a Change of Control has occurred, the circumstances and relevant facts regarding the
Change of Control and that a Change of Control Offer is being made pursuant to Section 4.17;




     (ii) the principal amount of Notes required to be purchased pursuant to Section 4.12 or
Section 4.17, as the case may be (the “Offer Amount”), the purchase price set forth
in Section 4.12 or Section 4.17 hereof, as applicable (the “Purchase Price”), the
Offer Period and the Purchase Date (each as defined below);




     (iii) except as provided in clause (ix), that all Notes timely tendered and not
withdrawn shall be accepted for payment;




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




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




     (vi) that Holders electing to have a Note purchased pursuant to an Offer to Purchase
may elect to have Notes purchased in integral multiples of $1,000 only;




     (vii) that Holders electing to have a Note purchased pursuant to any Offer to Purchase
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Company, the Depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice before the close of business on the third Business Day before the
Purchase Date;




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




     (ix) that, in the case of an Asset Sale Offer, 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);




     (x) that Holders whose Notes were purchased 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); and




     (xi) any other procedures the Holders must follow in order to tender their Notes (or
portions thereof) for payment and the procedures that Holders must follow in order to
withdraw an election to tender Notes (or portions thereof) for payment.



          (d) The Offer to Purchase shall remain open for a period of at least 30 days but no more than
60 days following its commencement, except to the extent that a longer period is required by
applicable law (the “Offer Period”). No later than five (5) Business Days (and in any
event no later than the 60th day following the Change of Control) after the termination of the
Offer Period (the “Purchase Date”), the Company shall purchase the Offer Amount or, if less
than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase.
Payment for any Notes so purchased shall be made in the same manner as interest payments are made.
The Company shall publicly announce the results of the Offer to Purchase on the Purchase Date.



          (e) On or prior to the Purchase Date, the Company shall, to the extent lawful:



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     (i) accept for payment (on a pro rata basis to the extent necessary in connection with
an Asset Sale Offer), the Offer Amount of Notes or portions of Notes properly tendered and
not withdrawn pursuant to the Offer to Purchase, or if less than the Offer Amount has been
tendered, all Notes tendered;




     (ii) deposit with the Paying Agent funds in an amount equal to the Purchase Price in
respect of all Notes or portions of Notes properly tendered; and




     (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company and that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this Section 3.09.



          (f) The Paying Agent shall promptly (but in the case of a Change of Control not later than 60
days from the date of the Change of Control) execute and issue a new Note, and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate and
deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal
amount equal to any unpurchased portion of the Note surrendered; provided, however, that each such
new Note shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note not so
accepted shall be promptly mailed or delivered by the Company to the Holder thereof.



          (g) If the Purchase Date is on or after a Regular 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 Regular Record Date, and no additional interest
shall be payable to Holders who tender Notes pursuant to the Offer to Purchase.



          (h) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the Offer to Purchase. To the extent that
the provisions of any securities laws or regulations conflict with Section 4.12 or 4.17, as
applicable, this Section 3.09 or other provisions of this Indenture, the Company shall comply with
applicable securities laws and regulations and shall not be deemed to have breached its obligations
under Section 4.12 or 4.17, as applicable, this Section 3.09 or such other provision by virtue of
such compliance.



          (i) Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made in accordance with 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 on,
the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal,
premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if
other than the Company or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due
date money deposited by the Company in immediately available United States dollars and designated
for and sufficient to pay all principal, premium, if any, and interest then due. Such Paying Agent
shall return to the Company promptly, and in any event, no later than five (5) Business Days
following the date of payment, any money (including accrued interest) that exceeds such amount of
principal, premium, if any, and interest paid on the Notes. The Company shall pay Additional
Interest, if any, in the same manner, on the dates and in the amounts set forth in a Registration
Rights Agreement, the Notes and this Indenture. 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.



-39-









 





          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% 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 (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.



SECTION 4.02. Maintenance of Office or Agency.




          (a) The Company shall maintain in the Borough of Manhattan, The City of New York, an office or
agency (which may be an office or drop facility of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be presented or 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, and the Company hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.



          (b) 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. 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.



          (c) The Company hereby designates the Corporate Trust Office of the Trustee, as one such
office, drop facility or agency of the Company in accordance with Section 2.03 hereof.



SECTION 4.03. Reports.




          (a) Whether or not required by the Commission, so long as any Notes are outstanding, the
Company will furnish to the Holders, within the time periods specified in the Commission’s rules
and regulations:




     (i) all quarterly and annual financial information that would be required to be
contained in a filing with the Commission 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 Commission on Form
8-K if the Company were required to file such reports.



          (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then
the quarterly and annual financial information required by the preceding paragraph will include a
reasonably detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and if the Company or any of its Restricted Subsidiaries has made an Investment
of at least $100,000 in such Unrestricted Subsidiary, 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.



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



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addition, the Company
and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish
to the holders and to securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.



          (d) The Trustee shall not be under a duty to review or evaluate any report or information
delivered to the Trustee pursuant to the provisions of this Section 4.03 for the purposes of making
such reports available to it and to the Holders of Notes who may request such information.
Delivery of such reports, information and documents to the Trustee as may be required pursuant to
this Section 4.03 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 shall deliver to the Trustee, within 90 days after the end of each fiscal year
commencing with the fiscal year ended December 31, 2009, an Officers’ Certificate stating that a
review of the activities of the Company, the Guarantors and their respective Subsidiaries during
the preceding fiscal year has been made under the supervision of the signing Officers with a view
to determining whether the Company, the Guarantors and their respective Subsidiaries have kept,
observed, performed and fulfilled their obligations under this Indenture, and further stating, as
to each such Officer signing such certificate, that to the best of his or her knowledge the
Company, the Guarantors and their respective Subsidiaries have kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and are 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, premium, if any,
or interest on the Notes is prohibited or if such event has occurred, a description of the event
and what action the Company is taking or proposes to take with respect thereto.



          (b) The Company shall otherwise comply with TIA Section 314(a)(2).



          (c) The Company shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any event that with the giving of notice
and/or the lapse of time would become an Event of Default, its status 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 being 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.



SECTION 4.06. Stay, Extension and Usury Laws.




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



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SECTION 4.07. 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 (a) its corporate existence, and the corporate,
partnership or other existence of each Restricted Subsidiary, in accordance with the respective
organizational documents (as the same may be amended from time to time) of the Company or any such
Restricted Subsidiary and (b) the rights (charter and statutory), licenses and franchises of the
Company and its Restricted 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 Restricted Subsidiary, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and its Restricted
Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes, or that such
preservation is not necessary in connection with any transaction not prohibited by this Indenture.



SECTION 4.08. Payments for Consent.




          The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as
an inducement to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders
that consent, waive or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.



SECTION 4.09. Incurrence of Additional Debt and Issuance of Capital Stock.




          (a) The Company will not, and will not permit any Restricted Subsidiary 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 will not issue any Disqualified Stock and will not
permit any Restricted Subsidiary to issue any shares of preferred stock (including Disqualified
Stock) other than to the Company; provided, however, that the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock and any of the Company’s Restricted
Subsidiaries that are Guarantors may incur Indebtedness (including Acquired Debt), if the Fixed
Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which
internal financial statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1,
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.



          (b) Section 4.09(a) will not prohibit the incurrence of any of the following items of
Indebtedness (collectively, “Permitted Debt”):




     (1) the incurrence by the Company or any Guarantor of additional Indebtedness and
letters of credit under one or more Credit Facilities and Guarantees thereof by the
Guarantors; provided that the aggregate principal amount of all Indebtedness and letters of
credit of the Company and the Guarantors incurred pursuant to this clause (1) (with letters
of credit being deemed to have a principal amount equal to the maximum potential liability
of the Company and the Guarantors thereunder) does not exceed $525.0 million, less the
aggregate amount of Net Proceeds from an Asset Sale after May 31, 2007 applied by the
Company and its Subsidiaries to repay Indebtedness thereunder, pursuant to Section 4.12
hereof;




     (2) the incurrence by the Company and the Restricted Subsidiaries of the Existing
Indebtedness, including any existing HUD Financings and the Existing 73/4% Notes;




     (3) the incurrence by the Company and the Guarantors of Indebtedness represented by the
Initial Notes (and the related Exchange Notes to be issued pursuant to the Registration
Rights Agreement and in exchange for any Additional Notes) and the incurrence by the
Guarantors of the Subsidiary Guarantees of those notes and any Additional Notes;



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     (4) additional HUD Financings incurred after July 6, 2005 in an aggregate principal
amount not to exceed $25.0 million outstanding at any time;




     (5) the incurrence by the Company or any Restricted Subsidiary 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 (5), not to exceed $20.0 million at any time outstanding;




     (6) the incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing
Indebtedness in exchange for, or the net proceeds of which are used to extend, defease,
renew, refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that
was incurred under the first paragraph of this Section 4.09 or clause (2), (3), (4), (5) or
this clause (6) of this paragraph (b);




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




     (i) if the Company or a Guarantor is the obligor on such Indebtedness, such
Indebtedness is expressly subordinated to the prior payment in full in cash of all
Obligations with respect to the Notes or the Subsidiary Guarantees, as the case may
be; and;




     (ii) (A) any subsequent issuance or transfer of Equity Interests that results
in any such Indebtedness being held by a Person other than the Company or a
Restricted Subsidiary and (B) any subsequent sale or other transfer of any such
Indebtedness to a Person that is not either the Company or a Restricted Subsidiary
shall be deemed, in each case, to constitute an incurrence of such Indebtedness by
the Company or such Restricted Subsidiary, as the case may be, that was not
permitted by this clause (7);




     (8) the incurrence of any Physician Support Obligations by the Company or any
Restricted Subsidiary;




     (9) the incurrence of Indebtedness of the Company or any Restricted Subsidiary
consisting of guarantees, indemnities, holdbacks or obligations in respect of purchase price
adjustments in connection with the acquisition or disposition of assets, including without
limitation, shares of Capital Stock of Restricted Subsidiaries or contingent payment
obligations incurred in connection with the acquisition of assets which are contingent on
the performance of the assets acquired, other than guarantees of Indebtedness incurred by
any Person acquiring all or any portion of such assets or shares of Capital Stock of such
Restricted Subsidiary for the purpose of financing such acquisition;




     (10) the incurrence of Indebtedness of the Company or any Restricted Subsidiary
represented by (i) letters of credit for the account of the Company or any Restricted
Subsidiary or (ii) other obligations to reimburse third parties pursuant to any surety bond
or other similar arrangements, which letters of credit or other obligations, as the case may
be, are intended to provide security for workers’ compensation claims, payment obligations
in connection with sales tax and insurance or other similar requirements in the ordinary
course of business;




     (11) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations
that are incurred in the normal course of business and consistent with past business
practices for the purpose of fixing or hedging currency or interest rate risk (including
with respect to any floating rate Indebtedness that is permitted by the terms of this
Indenture to be outstanding in connection with the conduct of their respective businesses)
and not for speculative purposes;



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




     (13) the incurrence by the Company’s Unrestricted Subsidiaries of Non-recourse Debt;
provided, however, that if any such Indebtedness ceases to be Non-recourse Debt of an
Unrestricted Subsidiary, such event shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company that was not permitted by this clause (13); and




     (14) the incurrence by the Company or any Guarantor of additional Indebtedness in an
aggregate principal amount (or accreted value, as applicable) at any one time outstanding,
including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace
any Indebtedness incurred pursuant to this clause (14), not to exceed $35.0 million.



          (c) For purposes of determining compliance with this Section 4.09, in the event that an item
of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described
in clauses (1) through (14) above or is entitled to be incurred pursuant to Section 4.09(a), in
each case, as of the date of incurrence thereof, the Company shall, in its sole discretion,
classify (or later reclassify in whole or in part, in its sole discretion) such item of
Indebtedness in any manner that complies with this Section 4.09 and such Indebtedness will be
treated as having been incurred pursuant to such clauses or paragraph (a) hereof, as the case may
be, designated by the Company. Indebtedness under Credit Facilities outstanding on the date on
which the Notes are first issued and authenticated under this Indenture will be deemed to have been
incurred on such date in reliance of the exception provided by clause (1) of Section 4.09(b).
Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the
payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock will
not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes
of this Section 4.09.



SECTION 4.10. Restricted Payments.




          (a) The Company will not, and will not permit any Restricted Subsidiary to, directly or
indirectly:




     (1) declare or pay any dividend or make any other payment or distribution (A) on
account of the Company’s or any Restricted Subsidiary’s Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving the Company
or any Restricted Subsidiary) or (B) to the direct or indirect holders of the Company’s or
any Restricted Subsidiary’s Equity Interests in their capacity as such (other than dividends
or distributions (i) payable in Equity Interests (other than Disqualified Stock) of the
Company or (ii) to the Company or a wholly owned Restricted Subsidiary or to all holders of
Capital Stock of such Restricted Subsidiary on a pro rata basis);




     (2) 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 Restricted Subsidiary (other than from the Company or any
Restricted Subsidiary);




     (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise
acquire or retire for value any Subordinated Obligations, except a payment of interest or
principal at the Stated Maturity thereof; or




     (4) make any Restricted Investment (all such payments and other actions set forth in
these clauses (1) through (4) 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 has occurred and is continuing; and



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     (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 most recently ended 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 Section 4.09(a) hereof; and




     (iii) such Restricted Payment, together with the aggregate amount of all other
Restricted Payments made by the Company and the Restricted Subsidiaries after July
6, 2005 (excluding Restricted Payments permitted by clauses (2), (3) and (4) of paragraph
(b) hereof), 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) since June 30, 2003 to the end of the
Company’s most recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus




     (B) 100% of the aggregate net cash proceeds received by the Company
since June 30, 2003 as a contribution to its common equity capital 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, in either case, that have been converted into or exchanged for such
Equity Interests of the Company (other than Equity Interests or Disqualified
Stock or debt securities) sold to a Subsidiary of the Company), plus




     (C) to the extent that any Restricted Investment that was made after
July 6, 2005 is sold for cash or otherwise liquidated or repaid for cash,
the lesser of (i) the cash proceeds with respect to such Restricted
Investment (less the cost of disposition, if any) and (ii) the initial
amount of such Restricted Investment, plus




     (D) in case, after July 6, 2005, any Unrestricted Subsidiary has been
redesignated as a Restricted Subsidiary under the terms of this Indenture or
has been merged, consolidated or amalgamated with or into, or transfers or
conveys assets to, or is liquidated into the Company or a Restricted
Subsidiary, an amount equal to the lesser of (1) the net book value at the
date of the redesignation, combination or transfer of the aggregate
Investments made by the Company and the Restricted Subsidiaries in the
Unrestricted Subsidiary (or of the assets transferred or conveyed, as
applicable), and (2) the fair market value of the Investments owned by the
Company and the Restricted Subsidiaries in such Unrestricted Subsidiary at
the time of the redesignation, combination or transfer (or of the assets
transferred or conveyed, as applicable).



          (b) So long as no Default or Event of Default has occurred and is continuing or would be
caused thereby, the preceding provisions will not prohibit:




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




     (2) the redemption, repurchase, retirement, defeasance or other acquisition of any
Subordinated Obligations 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, Equity Interests of the Company (other than
Disqualified Stock); provided, however, that the amount of any such net cash proceeds that
are utilized for any such redemption, repurchase, retirement, defeasance or other
acquisition will be excluded from clause (iii)(B) of the preceding paragraph;



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     (3) the redemption, repurchase, retirement, defeasance or other acquisition of any
Subordinated Obligations of the Company or any Guarantor with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness; provided, however, that the amount of any
such net cash proceeds that are utilized for any such redemption, repurchase, retirement,
defeasance or other acquisition will be excluded from clause (iii)(B) of the preceding
paragraph;




     (4) the redemption, repurchase or other acquisition or retirement for value of any
Equity Interests of the Company or any Restricted Subsidiary (i) held by any member of the
Company’s (or any Restricted Subsidiary’s) management pursuant to any management equity subscription plan
or agreement, stock option or stock purchase plan or agreement or employee benefit plan as
may be adopted by the Company from time to time or pursuant to any agreement with any
director or officer in existence on July 6, 2005 or (ii) from an employee of the Company
upon the termination of such employee’s employment with the Company; provided, however, that
the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity
Interests in reliance on this clause (4) may not exceed $5.0 million in any twelve-month
period;




     (5) repurchases, acquisitions or retirements of Capital Stock of the Company deemed to
occur upon the exercise of stock options or similar rights under employee benefit plans of
the Company or its Subsidiaries if such Capital Stock represents all or a portion of the
exercise price thereof; and




     (6) other Restricted Payments in an aggregate amount since July 6, 2005 not to exceed
$30.0 million.



          (c) The amount of all Restricted Payments (other than cash) will be the fair market value on
the date of the Restricted Payment of the assets, property or securities proposed to be transferred
or issued 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 4.10 will be determined by the Board of Directors whose resolution with
respect thereto will be delivered to the Trustee. The Board of Directors’ determination must be
based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of
national standing if the fair market value exceeds $20.0 million. Not later than the date of
making any Restricted Payment, the Company will deliver to the Trustee an Officers’ Certificate
stating that such Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.10 were computed, together with a copy of any fairness
opinion or appraisal required by this Indenture. If the Company or a Restricted Subsidiary makes a
Restricted Payment which at the time of the making of such Restricted Payment would in the good
faith determination of the Company be permitted under the provisions of this Indenture, such
Restricted Payment shall be deemed to have been made in compliance with this Indenture
notwithstanding any subsequent adjustments made in good faith to the Company financial statements
affecting Consolidated Net Income of the Company for any period.



SECTION 4.11. Liens.




          The Company will not, and will not permit any Restricted Subsidiary to, create, incur or
assume any consensual Liens of any kind against or upon any of their respective properties or
assets, or any proceeds, income or profit therefrom that secure Senior Subordinated Indebtedness or
Subordinated Obligations; provided that:




     (a) in the case of Liens securing Subordinated Obligations, the Notes are secured by a
Lien on such property, assets, proceeds, income or profit that is senior in priority to such
Liens; and




     (b) in the case of Liens securing Senior Subordinated Indebtedness, the Notes are
equally and ratably secured by a Lien on such property, assets, proceeds, income or profit.



SECTION 4.12. Asset Sales.




          The Company will not, and will not permit any Restricted Subsidiary to, consummate an Asset
Sale unless:



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     (a) the Company (or the Restricted Subsidiary, as the case may be) receives
consideration at the time of the Asset Sale at least equal to the fair market value
(evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate
delivered to the Trustee) of the assets sold, leased, transferred,
conveyed or otherwise disposed of or Equity Interests of any Restricted Subsidiary
issued, sold, transferred, conveyed or otherwise disposed of;




     (b) at least 75% of the consideration received in the Asset Sale by the Company or such
Restricted Subsidiary is in the form of cash. For purposes of this clause (b), each of the
following will be deemed to be cash:




     (i) any liabilities, as shown on the Company’s or such Restricted Subsidiary’s
most recent balance sheet, of the Company or any Restricted Subsidiary (other than
contingent liabilities and liabilities that are by their terms subordinated to the
notes or any Subsidiary Guarantee) that are assumed by the transferee of any such
assets pursuant to a customary novation agreement that releases the Company or such
Restricted Subsidiary from further liability;




     (ii) any securities, notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are converted by the Company or
such Restricted Subsidiary into cash within 90 days, to the extent of the cash
received in that conversion; and




     (iii) with respect to any sale of Capital Stock of a Restricted Subsidiary to
one or more Qualified Physicians, promissory notes or similar obligations from such
physicians or health care professionals; provided that the aggregate amount of such
promissory notes or other similar obligations held by the Company and its Restricted
Subsidiaries shall not exceed $5.0 million outstanding at any one time; and




     (c) the Company delivers an Officers’ Certificate to the Trustee certifying that such
Asset Sale complies with the foregoing clauses (a) and (b).



          Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may
apply those Net Proceeds (or any portion thereof) at its option:




     (1) to repay Senior Debt of the Company and any Guarantor (other than Indebtedness owed
to the Company, any Guarantor or any Affiliate of the Company) and, if the Senior Debt
repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect
thereto if so required pursuant to the terms of the Credit Agreement governing such
revolving credit Indebtedness;




     (2) to acquire all or substantially all of the assets of, or all of the Voting Stock
of, another Person engaged in a Permitted Business; or




     (3) to acquire other long-term assets or property that are used in a Permitted
Business.


Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving
credit borrowings or otherwise invest the 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 Excess
Proceeds exceeds $7.5 million, the Company will make an offer to all Holders of Notes to purchase
the maximum principal amount of Notes and, if the Company is required to do so under the terms of
any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata
basis with the Notes, that may be purchased out of the Excess Proceeds (an “Asset Sale
Offer”). The offer price in any Asset Sale Offer will be equal to 100% of principal amount
plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will
be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all
properly tendered and not withdrawn Notes pursuant to an Asset Sale Offer, the Company may use such
remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness tendered



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into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari
passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer,
the amount of Excess Proceeds will be reset at zero.



          The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with each re-purchase of Notes pursuant to an Asset Sale Offer. To the
extent that the provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the Asset Sale provisions
of this Indenture by virtue of such compliance.



SECTION 4.13. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.




          The Company will not, and will not permit any Restricted Subsidiary 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:




     (a) pay dividends or make any other distributions on its Capital Stock to the Company
or any Restricted Subsidiary, 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 Restricted
Subsidiary;




     (b) make loans or advances to the Company or any Restricted Subsidiary; or




     (c) transfer any of its properties or assets to the Company or any Restricted
Subsidiary.



          However, the preceding restrictions will not apply to encumbrances or restrictions existing
under or by reason of:




     (1) agreements governing Existing Indebtedness, Credit Facilities (including the Credit
Agreement) and other agreements relating thereto as in effect on the date of this Indenture
and any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings of those agreements; provided that the 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 those agreements on the date of this
Indenture;




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




     (3) agreements related to HUD Financing and any amendments of those agreements;




     (4) applicable law;




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




     (6) customary non-assignment provisions in leases and other contracts entered into in
the ordinary course of business and consistent with industry practices;




     (7) purchase money obligations for property acquired in the ordinary course of business
that impose restrictions on that property of the nature described in clause (c) of the first
paragraph of this Section 4.13;



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




     (9) Permitted Refinancing Indebtedness; provided, however, that the restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness are not
materially more restrictive, taken as a whole, than those contained in the agreements
governing the Indebtedness being refinanced;




     (10) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.11
hereof; and




     (11) 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.



SECTION 4.14. Affiliate Transactions.




          The Company will not, and will not permit any Restricted Subsidiary 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:




     (a) the Affiliate Transaction (i) is evidenced in writing if it involves transactions
of $2.5 million or more and (ii) 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




     (b) the Company delivers to the Trustee:




     (i) 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 4.14 and that
such Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors; and




     (ii) 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 Company or such Restricted Subsidiary from a
financial point of view issued by an accounting, appraisal or investment banking
firm of national standing.



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




     (1) transactions between or among the Company and/or any Restricted Subsidiary;




     (2) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the
Company;




     (3) reasonable and customary directors’ fees, indemnification and similar arrangements,
consulting fees, employee salaries, bonuses or employment agreements, compensation or
employee benefit arrangements and incentive arrangements with any officer, director or
employee of the Company or a Restricted Subsidiary entered into in the ordinary course of
business;




     (4) any transactions made in compliance with Section 4.10 hereof;



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     (5) loans and advances to non-executive officers and employees of the Company or any
Restricted Subsidiary in the ordinary course of business in accordance with the past
practices of the Company or any Restricted Subsidiary; and




     (6) any agreement as in effect as of the date of this Indenture or any amendment
thereto so long as any such amendment is not more disadvantageous to the Holders in any
material respect than the original agreement as in effect on the date of this Indenture.



SECTION 4.15. Issuances and Sales of Capital Stock of Restricted Subsidiaries.




          The Company:




     (a) will not, and will not permit any Restricted Subsidiary to, transfer, convey, sell,
lease or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person
(other than to the Company or to any Restricted Subsidiary), unless:




     (i) such transfer, conveyance, sale, lease or other disposition is of all the
Capital Stock of such Restricted Subsidiary, and




     (ii) the Net Proceeds from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with Section 4.12 hereof;




provided, however, that this clause (a) will not apply to any pledge of Capital Stock of any
Restricted Subsidiary securing any Permitted Debt or any exercise of remedies in connection
therewith; provided that the Lien securing such Permitted Debt is not prohibited by Section
4.11 hereof; and




     (b) will not permit any Restricted Subsidiary to issue any of its Equity Interests
(other than, if necessary, shares of its Capital Stock constituting directors’ qualifying
shares) to any Person other than the Company or any Restricted Subsidiary;


provided, however, that clauses (a) and (b) shall not prohibit any issuance, sale or other
disposition of common stock of a Restricted Subsidiary to one or more Qualified Physicians if,
immediately after giving effect thereto, such Restricted Subsidiary would remain a Restricted
Subsidiary and the Company will, directly or indirectly, retain at least 80% of the Capital Stock
of such Restricted Subsidiary, and the Net Proceeds from such issuance, sale or other disposition
are applied in accordance with Section 4.12 hereof.




SECTION 4.16. Designation of Restricted and Unrestricted Subsidiaries.




          The Board of Directors of the Company 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 properly
designated will be deemed to be an Investment made as of the time of the designation and will
reduce the amount available for (x) Restricted Payments under the first paragraph of Section 4.10
hereof, or (y) Permitted Investments, as determined by the Company. That designation will only be
permitted if the Investment would be permitted at that time and if the 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.



          Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced
to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to
such designation and an Officers’ Certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.10 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet
the requirements specified in the definition of “Unrestricted Subsidiary,” it will thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such
Indebtedness is not permitted to be incurred as of such date under Section



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4.09 hereof, the Company
will be in default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation
will 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 will only be
permitted if (i) 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 (ii) no Default or Event of Default would be in existence following such designation.



SECTION 4.17. Repurchase at the Option of Holders Upon a Change of Control.




          (a) Upon the occurrence of a Change of Control, the Company shall, within 10 days of a Change
of Control, make an offer in cash (the “Change of Control Offer”) pursuant to the
procedures set forth in Section 3.09. Each Holder shall have the right to accept such offer and
require the Company to repurchase all or any portion (equal to $1,000 or an integral multiple of
$1,000) of such Holder’s Notes pursuant to the Change of Control Offer at a purchase price, in
cash, equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid
interest (the “Change of Control Purchase Price”) on the Notes repurchased, to the Purchase
Date (subject to the right of Holders of record on the relevant Regular Record Date) to receive
interest to, but excluding, the Purchase Date).



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



          (c) The Company will 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 Indenture applicable to a Change of
Control Offer made by the Company and purchases all notes properly tendered and not withdrawn under
the Change of Control Offer.



SECTION 4.18. Future Subsidiary Guarantors.




          If the Company or any Restricted Subsidiary acquires or creates another Subsidiary after the
date of this Indenture that (1) is formed under the laws of the United States or any State of the
United States or the District of Columbia and in which the Company or any Restricted Subsidiary has
made an Investment of at least $100,000 or (2) incurs, guarantees or otherwise provides direct
credit support for any Indebtedness of the Company or any of the Company’s Domestic Subsidiaries,
then that newly acquired or created Subsidiary will become a Guarantor and execute a supplemental
indenture and deliver an Opinion of Counsel satisfactory to the Trustee within 30 business days of
the later of (x) the date on which it was acquired or created and (y) the date the Company or any
Restricted Subsidiary has made an Investment of at least $100,000; provided, however, that the
foregoing shall not apply to (i) HUD Financing Subsidiaries, (ii) PSI Surety, Inc. and (iii)
Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with
this Indenture. The Subsidiary Guarantee of any such newly acquired or created Subsidiary that
becomes a Guarantor will be subordinated to all Indebtedness under the Credit Agreement and all
other Senior Debt of such Guarantor to the same extent as the Notes are subordinated to the Senior
Debt of the Company.



SECTION 4.19. Business Activities.




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



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SECTION 4.20. Limitation on Layering.




          The Company will 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; provided, however, that no
Indebtedness of the Company will be deemed to be contractually subordinated in right of payment
solely by virtue of being unsecured. No Guarantor will 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; provided, however, that no Indebtedness of a Guarantor will be deemed to be
contractually subordinated in right of payment solely by virtue of being unsecured.



ARTICLE 5.




SUCCESSORS




SECTION 5.01. Merger, Consolidation or Sale of Assets.




          (a) Neither the Company nor any Guarantor may, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not the Company or such Guarantor, as the case may
be, 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 or any Guarantor, in one or more
related transactions, to another Person, unless:



          (i) either




     (A) the Company or such Guarantor, as the case may be, shall be the Surviving
Person; or



            (B) the Person formed by or surviving any such consolidation or merger (if
other than the Company or such Guarantor, as the case may be) or to which such sale,
assignment, transfer, conveyance or other disposition has been made shall be a
corporation organized and existing under the laws of the United States of America,
any State thereof or the District of Columbia;




     (ii) except as otherwise described with respect to the release of Subsidiary Guarantees
of Guarantors pursuant to Article 10, the Person formed by or surviving any such
consolidation or merger (if other than the Company or such Guarantor, as the case may be) or
the Person to which such sale, assignment, transfer conveyance or other disposition has been
made assumes, by supplemental indenture in form reasonably satisfactory to the Trustee,
executed and delivered to the Trustee by such Person, the obligations of the Company or such
Guarantor, as the case may be, under this Indenture, the Notes and the Subsidiary
Guarantees;




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




     (iv) except with respect to a consolidation or merger of the Company with or into a
Guarantor, or a Guarantor with or into another Guarantor, the Company or such Guarantor, as
the case may be, or the Person formed by or surviving any such consolidation or merger (if
other than the Company or such Guarantor), or to which such sale, assignment, transfer,
conveyance or other disposition has been made will, 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 Section 4.09(a) hereof.



          (b) Notwithstanding the preceding clause (iv), any Restricted Subsidiary of the Company may
consolidate with, merge into or transfer all or part of its properties and assets to the Company or
a Guarantor, and notwithstanding the preceding clause (ii), any Guarantor may transfer real
property that is the subject of a HUD



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Financing
to a HUD  Financing Subsidiary in connection with a
HUD Financing permitted to be incurred pursuant to Section 4.09.



          (c) The Company may not, directly or indirectly, lease all or substantially all of its
properties or assets, in one or more related transactions, to any other Person.



SECTION 5.02. Successor Corporation Substituted.




          Except as described with respect to the release of Subsidiary Guarantees of Guarantors
pursuant to Article 10, the Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of the Company or a Guarantor, as applicable, under this Indenture;
provided, however, that the predecessor entity shall not be released from any of the obligations or
covenants under this Indenture, including with respect to the payment of the Notes and obligations
under the Subsidiary Guarantee, as the case may be, in the case of:




     (a) a sale, transfer, assignment, conveyance or other disposition (unless such sale,
transfer, assignment, conveyance or other disposition is of all or substantially all of the
assets of the Company, taken as a whole, or




     (b) a lease.



ARTICLE 6.




DEFAULTS AND REMEDIES




SECTION 6.01. Events of Default.




          Each of the following constitutes an “Event of Default” with respect to the Notes:




     (a) default for 30 days in the payment when due of interest on, or Additional Interest
with respect to, the Notes (whether or not prohibited by Article 12 hereof);




     (b) default in the payment when due of the principal of, or premium, if any, on, any of
the Notes when the same becomes due and payable at its Stated Maturity, upon acceleration,
redemption, optional redemption, required repurchase or otherwise (whether or not prohibited
by Article 12 hereof);




     (c) failure by the Company or any Restricted Subsidiary to comply with Section 5.01
hereof;




     (d) failure by the Company or any Restricted Subsidiary to comply with Section 4.09,
Section 4.10, Section 4.12 or Section 4.17 hereof, and such failure continues for 30 days
after written notice is given to the Company as provided below;




     (e) failure by the Company or any Restricted Subsidiary to comply with any other
covenant or agreement in the Notes or in this Indenture (other than a failure that is the
subject of the foregoing clause (a), (b), (c) or (d)), and such failure continues for 60
days after written notice is given to the Company as provided below;




     (f) a default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money borrowed by
the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the
Company or any Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or
is created after the date of this Indenture, if that default:




     (i) is caused by a failure to pay principal of, or interest or premium, if any,
on such Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a “Payment Default”); or



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




and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default
or the maturity of which has been so accelerated, aggregates $10.0 million or more;




     (g) failure by the Company or any Restricted Subsidiary to pay final judgments
aggregating in excess of $10.0 million or more, which judgments are not paid, discharged or
stayed for a period of 60 days;




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




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




     (i) commences a voluntary case or gives notice of intention to make a proposal
under any Bankruptcy Law;




     (ii) consents to the entry of an order for relief against it in an involuntary
case or consents to its dissolution or winding up;




     (iii) consents to the appointment of a receiver, interim receiver, receiver and
manager, liquidator, Trustee or custodian of it or for all or substantially all of
its property;




     (iv) makes a general assignment for the benefit of its creditors; or




     (v) admits in writing its inability to pay its debts as they become due or
otherwise admits its insolvency; and




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




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




     (ii) appoints a receiver, interim receiver, receiver and manager, liquidator,
Trustee or custodian of the Company or any of its Significant Subsidiaries or any
group of Subsidiaries that, when taken together, 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, when taken together,
would constitute a Significant Subsidiary; or




     (iii) orders the liquidation of the Company or any of its Significant
Subsidiaries or any group of Subsidiaries that, when taken together, would
constitute a Significant Subsidiary; and such order or decree remains unstayed and
in effect for 60 consecutive days.



SECTION 6.02. Acceleration.




          If any Event of Default (other than those of the type described in Section 6.01(i) or (j))
occurs and is continuing, the Trustee may, and the Trustee upon the request of Holders of 25% in
principal amount of the the outstanding Notes shall, or the Holders of at least 25% in principal
amount of outstanding Notes may, declare the



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principal of all the Notes, together with all accrued
and unpaid interest, premium, if any, 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 shall become immediately due and
payable.



          In the case of an Event of Default specified in Section 6.01 (i) or (j), all outstanding Notes
shall become due and payable immediately without any further declaration or other act on the part
of the Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as
provided in this Indenture.



          At any time after a declaration of acceleration with respect to the Notes, the Holders of a
majority in principal amount of the Notes then outstanding (by notice to the Trustee) may rescind
and cancel such declaration and its consequences if:




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




     (b) all existing Defaults and Events of Default have been cured or waived except
nonpayment of principal of or interest on the Notes that has become due solely by reason of
such declaration of acceleration;




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




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




     (e) in the event of the cure or waiver of an Event of Default of the type described in
Section 6.01(i) or (j), the Trustee has received an Officers’ Certificate and Opinion of
Counsel that such Event of Default has been cured or waived.



          In the case of an Event of Default with respect to the Notes occurring by reason of any
willful action or inaction taken or not taken by the Company or on the Company’s behalf with the
intention of avoiding payment of the premium that the Company would have been required to pay if
the Company had then elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent
premium shall also become and be immediately due and
payable to the extent permitted by law upon the acceleration of the Notes. If an Event of
Default occurs by reason of any willful action or inaction taken or not taken by the Company or on
the Company’s behalf with the intention of avoiding the premium required upon a redemption of the
Notes, then the premium specified in Section 3.07 (a) or (c), as applicable, shall also become
immediately due and payable to the extent permitted by law upon acceleration of the Notes.



SECTION 6.03. Other Remedies.




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



          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder 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 shall be
cumulative to the extent permitted by law.



SECTION 6.04. Waiver of Defaults.




          The Holders of at least a majority in aggregate principal amount of the Notes then outstanding
by notice to the Trustee may on behalf of the Holders of all of the Notes, waive any existing
Default or Event of



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Default, and its consequences, except a continuing Default or Event of Default
(i) in the payment of the principal of, premium, if any, or interest, on the Notes and (ii) in
respect of a covenant or provision which under this Indenture cannot be modified or amended without
the consent of the Holder of each Note affected by such modification or amendment. In the event of
any Event of Default specified in clause (f) of Section 6.01, such Event of Default and all
consequences of that Event of Default, including without limitation any acceleration or resulting
payment default, shall be annulled, waived and rescinded, automatically and without any action by
the Trustee or the Holders of the Notes, if within 60 days after the Event of Default arose:




     (a) the Indebtedness that is the basis for the Event of Default has been discharged;




     (b) the holders of such Indebtedness have rescinded or waived the acceleration, notice
or action, as the case may be, giving rise to the Event of Default; or




     (c) the default that is the basis for such Event of Default has been cured.


Upon any waiver of a Default or Event of Default, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed cured for every purpose of this Indenture but no such
waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereon.




SECTION 6.05. Control by Majority.




          Subject to Section 7.01, Section 7.02(f), Section 7.02(i) (including the Trustee’s receipt of
the security or indemnification described therein) and Section 7.07 hereof, in case an Event of
Default shall occur and be continuing, the Holders of at least a majority in aggregate principal
amount of the Notes then outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Notes. The Trustee shall be entitled to take any
other action deemed proper by the Trustee which is not inconsistent with such direction or this
Indenture.



SECTION 6.06. Limitation on Suits.




          No Holder shall have any right to institute any proceeding with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any remedy thereunder, unless:




     (a) such Holder has previously given to the Trustee written notice of a continuing
Event of Default or the Trustee receives the notice from the Company,




     (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding
have made written request and offered reasonable indemnity to the Trustee to institute such
proceeding as Trustee, and




     (c) the Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the Notes then outstanding a written direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.



          The preceding limitations shall not apply to a suit instituted by a Holder for enforcement of
payment of principal of, and premium, if any, or interest on, a Note on or after the respective due
dates for such payments set forth in such Note.



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



SECTION 6.07. Rights of Holders To Receive Payment.




          Notwithstanding any other provision of this Indenture (including Section 6.06) other than as
set forth in Article 12 hereof, the right of any Holder to receive payment of principal, premium,
if any, and interest on



-56-









 







the Notes held by such Holder, on or after the respective due dates
expressed in the Notes (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(a) or (b) occurs and is continuing, the
Trustee shall be 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, if any, and interest then due
and owing (together with 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 shall be authorized to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other
obligor upon the 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 and
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, moneys, securities and any other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding.



SECTION 6.10. Priorities.




          Subject to Article 12 hereof, 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, expenses and liabilities incurred, and
all advances made, by the Trustee and the costs and expenses of collection;




     Second: to Holders for amounts due and unpaid on the Notes for principal,
premium, 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, if any, and interest,
respectively; and




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



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



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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 such suit of an undertaking to pay the costs of
such suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 shall not apply to a
suit by the Trustee, a suit by the Company, a suit by a Holder 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.



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




     (1) 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




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




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




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




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



          (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
segregate from other funds except to the extent required by law.



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SECTION 7.02. Rights of Trustee.




          Subject to TIA Section 315:




     (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 any such 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 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 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.




     (d) 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.




     (e) 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 or Event of Default is received by a
Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee from the
Company or the Holders of 25% in aggregate principal amount of the outstanding Notes, and
such notice references the specific Default or Event of Default, the Notes and this
Indenture.




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




     (g) The Trustee shall have no duty to inquire as to the performance of the Company’s
covenants herein.




     (h) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.




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




     (j) The rights, privileges, immunities and benefits given to the Trustee hereunder,
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 by the Trustee consistent with the terms of this
Indenture to act hereunder.




     (k) Any permissive right or authority granted to the Trustee shall not be construed as
a mandatory duty.



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



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not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
shall also be 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 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.



SECTION 7.06. Reports by Trustee to Holders.




          Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders 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) to the
extent applicable. The Trustee shall also transmit by mail all reports as required by TIA Section
313(c)



          A copy of each report at the time of its mailing to the Holders shall be mailed to the Company
and filed with the Commission and each stock exchange on which the 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 any delisting thereof.



SECTION 7.07. Compensation and Indemnity.




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



          The Company shall indemnify the Trustee (in its capacity as Trustee) or any predecessor
Trustee (in its capacity as Trustee) against any and all losses, claims, damages, penalties, fines,
liabilities or expenses, including incidental and out-of-pocket expenses and reasonable attorneys
fees (for purposes of this Article, “Losses”) incurred by it arising out of or in
connection with the acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including this Section 7.07)
and defending itself against any claim (whether asserted by the Company or any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent such losses may be attributable to its negligence, bad faith or
willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may
seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder, to the extent the Company has not been materially prejudiced thereby.
The Company shall defend the claim, and the Trustee shall cooperate in the defense. The



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Trustee
may have separate counsel if the Trustee has been reasonably advised by counsel that there may be
one or more legal defenses available to it that are different from or additional to those available
to the Company and in the reasonable judgment of such counsel it is advisable for the Trustee to
engage separate counsel, and the Company shall pay the reasonable fees and expenses of such
separate counsel. The Company need not pay for any settlement made without
its consent, which consent shall not be unreasonably withheld. The Company need not reimburse
any expense or indemnify against any loss incurred by the Trustee through the Trustee’s own willful
misconduct, negligence or bad faith.



          The obligations of the Company under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the
Notes through the expiration of the applicable statute of limitations.



          To secure the Company’s payment obligations in this Section, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee, except that held in
trust to pay principal, premium, if any, 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(i) or (j) hereof occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



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
7.08.



          The Trustee may resign in writing at any time upon 30 days’ prior notice to the Company and be
discharged from the trust hereby created by so notifying the Company. The Holders of a majority in
aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Company in writing. The Company may remove the Trustee if:




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




     (b) the Trustee is adjudged bankrupt or 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 Trustee in such event being referred to herein as the retiring Trustee), 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 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in aggregate
principal amount of the then outstanding Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.



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




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          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. Subject to the Lien provided for in Section 7.07 hereof, the retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee; provided, however,
that all sums owing to the Trustee hereunder shall have been paid. 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.




          In the case of an appointment hereunder of a separate or successor Trustee with respect to the
Notes, the Company, the Guarantors, any retiring Trustee and each successor or separate Trustee
with respect to the Notes shall execute and deliver a supplemental indenture hereto (1) which shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of any retiring Trustee with respect to the Notes as to which any such
retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that
shall add to or change any of the provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustee
co-trustees of the same trust and that each such separate, retiring or successor Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any such other Trustee.




SECTION 7.09. Successor Trustee by Merger, Etc.




          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation or banking association, the successor
corporation or banking association without any further act shall, if such successor corporation or
banking association is otherwise eligible hereunder, be the successor Trustee.



SECTION 7.10. Eligibility; Disqualification.



          There shall at all times be a Trustee hereunder that is a Person organized and doing business
under the laws of the United States of America or of any state thereof that is authorized under
such laws to exercise corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at least $50.0 million
(or a wholly owned subsidiary of a bank or trust company, or of a bank holding company, the
principal subsidiary of which is a bank or trust company having a combined capital and surplus of
at least $50.0 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 its option and at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes upon compliance with the conditions set forth in this
Article 8.



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SECTION 8.02. Legal Defeasance and Discharge.




          Upon the Company’s exercise under Section 8.01 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, 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”) and
each Guarantor shall be released from all of its obligations under its Guarantee. For this
purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the
entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be
“outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other obligations under the 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: (a) the rights of Holders of outstanding Notes
to receive, solely from the trust fund described in Section 8.04, and as more fully set forth in
such Section, payments in respect of the principal of, premium, if any, or interest on such Notes
when such payments are due, (b) the Company’s obligations with respect to such Notes under Article
2 and Sections 4.01 and 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company’s and the Guarantors’ obligations in connection therewith and (d) the
provisions of this Article 8 relating to Legal Defeasance. If the Company exercises under Section
8.01 the option applicable to this Section 8.02, subject to the satisfaction of the conditions set
forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default.
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.



SECTION 8.03. Covenant Defeasance.




          Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03,
the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04, be
released from its obligations under the covenants contained in Sections 4.08 through 4.20 hereof,
and the operation of Section 5.01(a)(iv), 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 each Guarantor shall be released from all of its obligations under its
Guarantee with respect to such covenants in connection with such outstanding Notes 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, but, except as specified above, the remainder of
this Indenture and such Notes shall be unaffected thereby. If the Company exercises under Section
8.01 the option applicable to this Section 8.03, subject to the satisfaction of the conditions set
forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default
specified in clause (c) (with respect to the covenants contained in Section 5.01(a)(iv)), clause
(d) (with respect to the covenants contained in Sections 4.09, 4.10, 4.12 and 4.17), clause (e)
(with respect to the covenants contained in Sections 4.08 and 4.11 through 4.20), (f), (g), (h) and
(i) (but in the case of (h) and (i) of Section 6.01, with respect to Significant Subsidiaries
only).



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 to the
outstanding Notes.



          Legal Defeasance or Covenant Defeasance may be exercised only if:




     (a) the Company irrevocably deposits with the Trustee, in trust (the “Defeasance
Trust”), for the benefit of the Holders, cash in U.S. dollars, non-callable U.S.
Government Securities, or a combination



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of cash in U.S. dollars and non-callable U.S.
Government Securities, in an amount sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of, or premium, if any, and
interest on the outstanding Notes on the Stated Maturity or on the next redemption date, as
the case may be, and the Company shall specify whether the Notes are being defeased to
maturity or to such particular redemption date;




     (b) in the case of Legal Defeasance under Section 8.02 hereof, the Company shall
deliver to the Trustee an Opinion of Counsel to the Trustee confirming that (i) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling or
(ii) subsequent to the Issue Date, 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;




     (c) in the case of Covenant Defeasance under Section 8.03 hereof, the Company shall
deliver to the Trustee an Opinion of Counsel 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;




     (d) 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);




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




     (f) the Company shall deliver to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Company with the intent of preferring the Holders over other
creditors of the Company with the intent of defeating, hindering, delaying or defrauding
such other creditors; and




     (g) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.




			
	SECTION 8.05.	 	Deposited Cash and U.S. Government Securities To Be Held In Trust; Other
Miscellaneous Provisions.





          Subject to Section 8.06, all cash and non-callable U.S. 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 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 all sums due and to become due thereon in respect of principal, premium, if any, and interest
but such cash and securities need not be segregated from other funds except to the extent required
by law.



          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or non-callable U.S. 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 cash or non-callable U.S.
Government Securities



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held by it as provided in Section 8.04 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the certification delivered under Section 8.04(a)),
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.




          The Trustee shall promptly, and in any event, no later than five (5) Business Days, pay to the
Company after request therefor, any excess money held with respect to the Notes at such time in
excess of amounts required to pay any of the Company’s Obligations then owing with respect to the
Notes.



          Any cash or non-callable U.S. Government Securities deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal, premium, if any, or
interest on any Note and remaining unclaimed for one year after such principal, 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 shall thereafter, as an
unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such cash and securities, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the Company cause to be
published once, in The New York Times and The Wall Street Journal (national edition), notice that
such cash and securities 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 cash and securities then remaining shall be repaid to the Company.



SECTION 8.07. Reinstatement.




          If the Trustee or Paying Agent is unable to apply any cash or non-callable U.S. Government
Securities in accordance with Section 8.02 or 8.03, 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 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 until
such time as the Trustee or Paying Agent is permitted to apply all such cash and


securities in accordance with Section 8.02 or 8.03, 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 to receive such payment from the cash and securities held by the Trustee or Paying
Agent.



ARTICLE 9.




AMENDMENT, SUPPLEMENT AND WAIVER




SECTION 9.01. Without Consent of Holders of Notes.




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




     (a) cure any ambiguity, defect or inconsistency;




     (b) provide for uncertificated Notes in addition to or in place of certificated Notes;
provided that the uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated Notes are described in
Section 163(f)(2)(B) of the Code;




     (c) provide for the assumption by a Surviving Person of the obligations of the Company
under this Indenture as contemplated by Article 5 hereof;



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




     (e) provide for or confirm the issuance of Additional Notes in accordance with this
Indenture;




     (f) to comply with any requirement of the Commission in order to effect or maintain the
qualification of this Indenture under the TIA;




     (g) add additional Guarantees or additional obligors with respect to the Notes or
release Guarantors from Subsidiary Guarantees as permitted by the terms of this Indenture;
or




     (h) secure the Notes.



          Upon the request of the Company accompanied by a Board Resolution authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee will 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 will 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 and the Notes with the consent of the Holders of at least a
majority in aggregate principal amount of the Notes, including Additional Notes, if any, then
outstanding voting as a single class (including, without limitation, consents obtained in
connection with a purchase of or tender offer or exchange offer for the
Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default
(except a continuing Default or Event of Default in (i) the payment of principal, premium, if any,
or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture
cannot be modified or amended without the consent of the Holder of each Note affected by such
modification or amendment) or compliance with any provision of this Indenture or the Notes may be
waived with the consent of the Holders of at least a majority in aggregate principal amount of the
Notes, including Additional Notes, if any, then outstanding voting as a single class (including
consents obtained in connection with a purchase of or tender offer or exchange offer for the
Notes).



          Upon the request of the Company accompanied by a Board Resolution authorizing the execution of
any such amended or supplemental indenture, and upon receipt by the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders as aforesaid and the documents described
in Section 7.02 hereof, the Trustee will 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 will not be obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.



          Without the consent of each Holder affected, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder):




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




     (b) reduce the principal of, or change the Stated Maturity of, any Note or alter the
provisions with respect to the redemption or repurchase of the Notes relating to Section
4.17 (including the applicable definitions);




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



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




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




     (f) make any change in the provisions (including applicable definitions) of this
Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive
payments of principal of, or interest or premium or Additional Interest, if any, on, such
Holder’s Notes;




     (g) waive a redemption or repurchase payment with respect to any Note (including a
payment required by the provisions of Section 4.12 and Section 4.17 hereof);




     (h) make any change in any Subsidiary Guarantees that would adversely affect the
Holders or release any Guarantor from any of its obligations under its Subsidiary Guarantee
or the Indenture, except in accordance with the provisions of Article 10 hereof;




     (i) make any change to Article 12 hereof (including applicable definitions) that would
adversely affect the Holders; or




     (j) make any change in this Section 9.02.



          The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any supplemental indenture. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall
have become effective by virtue of the requisite percentage having been obtained prior to the
date which is 120 days after such record date, any such consent previously given shall
automatically and without further action by any Holder be cancelled and of no further effect.



          It shall not be necessary for the consent of the Holders 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 Holder of each Note affected thereby to such Holder’s address appearing
in the Security Register 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.



SECTION 9.03. Compliance with Trust Indenture Act.




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



SECTION 9.04. Revocation and Effect of Consents.




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



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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, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall 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. None of the Company nor any Guarantor may sign an amendment or
supplemental indenture until its board of directors (or committee serving a similar function)
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 amended or supplemental
indenture is the legal, valid and binding obligations of the Company enforceable against it in
accordance with its terms, subject to customary exceptions and that such amended or supplemental
indenture complies with the provisions hereof (including Section 9.03).



ARTICLE 10.




GUARANTEES




SECTION 10.01. Guarantee.




          Subject to this Article 10, the Guarantors hereby unconditionally guarantee to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its successors and
assigns: (a) the due and punctual payment of the principal of, premium, if any, and interest on
the Notes, subject to any applicable grace period, whether at Stated Maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on the overdue principal of and
premium, if any, 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 under this
Indenture, the Registration Rights Agreement or any other agreement with or for the benefit of the
Holders or the Trustee, all in accordance with the terms hereof and thereof; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other obligations, that same
shall 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 pursuant to Section 6.02, redemption 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.



          Each Guarantor hereby agrees that its obligations with regard to its Guarantee shall be joint
and several, unconditional, irrespective of the validity or enforceability of the Notes or the
obligations of the Company under this Indenture, the absence of any action to enforce the same, the
recovery of any judgment against the Company or any other obligor with respect to this Indenture,
the Notes or the Obligations of the Company under this Indenture or the Notes, any action to
enforce the same or any other circumstances (other than complete performance) which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to
the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by
applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights
or remedies, including but not limited to:




     (a) any right to require any of the Trustee, the Holders or the Company (each a
“Benefited Party”), as a condition of payment or performance by such Guarantor, to



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     (1) proceed against the Company, any other guarantor (including any other
Guarantor) of the Obligations under the Guarantees or any other Person,




     (2) proceed against or exhaust any security held from the Company, any such
other guarantor or any other Person,




     (3) proceed against or have resort to any balance of any deposit account or
credit on the books of any Benefited Party in favor of the Company or any other
Person, or




     (4) pursue any other remedy in the power of any Benefited Party whatsoever;




     (b) any defense arising by reason of the incapacity, lack of authority or any
disability or other defense of the Company including any defense based on or arising out of
the lack of validity or the unenforceability of the Obligations under the Guarantees or any
agreement or instrument relating thereto or by
reason of the cessation of the liability of the Company from any cause other than
payment in full of the Obligations under the Guarantees;




     (c) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects more
burdensome than that of the principal;




     (d) any defense based upon any Benefited Party’s errors or omissions in the
administration of the Obligations under the Guarantees, except behavior which amounts to bad
faith;




     (e) (1) any principles or provisions of law, statutory or otherwise, which are or might
be in conflict with the terms of the Guarantees and any legal or equitable discharge of such
Guarantor’s obligations hereunder,




     (2) the benefit of any statute of limitations affecting such Guarantor’s
liability hereunder or the enforcement hereof,




     (3) any rights to set-offs, recoupments and counterclaims and




     (4) promptness, diligence and any requirement that any Benefited Party protect,
secure, perfect or insure any security interest or lien or any property subject
thereto;




     (f) notices, demands, presentations, protests, notices of protest, notices of dishonor
and notices of any action or inaction, including acceptance of the Guarantees, notices of
Default under the Notes or any agreement or instrument related thereto, notices of any
renewal, extension or modification of the Obligations under the Guarantees or any agreement
related thereto, and notices of any extension of credit to the Company and any right to
consent to any thereof;




     (g) to the extent permitted under applicable law, the benefits of any “One Action” rule
and




     (h) any defenses or benefits that may be derived from or afforded by law which limit
the liability of or exonerate guarantors or sureties, or which may conflict with the terms
of the Guarantees. Except to the extent expressly provided herein, including Sections 8.02,
8.03 and 10.05, each Guarantor hereby covenants that its Guarantee shall not be discharged
except by complete performance of the obligations contained in its Guarantee 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 Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.



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          Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.02 hereof for the
purposes of this 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 Section 6.02 hereof, such
obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right does not impair
the rights of the Holders under the Guarantee.



SECTION 10.02. Limitation on Guarantor Liability.




          (a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is
the intention of all such parties that the 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
guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time
equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the
lesser of (a) the aggregate amount of the Company’s obligations under the Notes and this Indenture
or (b) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as such
term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of
New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to
the Notes was entered into, after giving effect to the incurrence of existing Debt immediately
before such time; provided, however, it shall be a presumption in any lawsuit or proceeding in
which a Guarantor is a party that the amount guaranteed pursuant to the guarantee with respect to
the Notes is the amount described in clause (a) above unless any creditor, or representative of
creditors of the Guarantor, or debtor in possession or Trustee in bankruptcy of the Guarantor,
otherwise proves in a lawsuit that the aggregate liability of the Guarantor is limited to the
amount described in clause (b).



          (b) In making any determination as to the solvency or sufficiency of capital of a Guarantor in
accordance with the proviso of Section 10.02(a), the right of each Guarantor to contribution from
other Guarantors and any other rights such Guarantor may have, contractual or otherwise, shall be
taken into account.



SECTION 10.03. Execution and Delivery of Guarantee.




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



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



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



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



          The Company hereby agrees that it shall cause each Person that becomes obligated to provide a
Guarantee pursuant to Section 4.18 to execute a supplemental indenture in form and substance
reasonably satisfactory to the Trustee, pursuant to which such Person provides the guarantee set
forth in this Article 10 and otherwise assumes the obligations and accepts the rights of a
Guarantor under this Indenture, in each case with the same effect and to the same extent as if such
Person had been named herein as a Guarantor. The Company also



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hereby agrees to cause each such new
Guarantor to evidence its guarantee by endorsing a notation of such guarantee on each Note as
provided in this Section 10.03.




SECTION 10.04. Guarantors May Consolidate, Etc., on Certain Terms.




          Except as otherwise provided in Section 10.05, no Guarantor may consolidate with or merge with
or into (whether or not such Guarantor is the Surviving Person) another Person whether or not
affiliated with such Guarantor unless:




     (a) subject to Section 10.05, 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 this Indenture, the Guarantee and any
Registration Rights Agreements on the terms set forth herein or therein; and




     (b) the Guarantor complies with the requirements of Article 5 hereof.



          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 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 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 Guarantees so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Guarantees theretofore and thereafter issued in accordance with the terms of this
Indenture as though all of such Guarantees had been issued at the date of the execution hereof.



          Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above,
nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or
merger of a 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 10.05. Releases Following Merger, Consolidation or Sale of Assets, Etc.




          In the event of a sale or other disposition of all or substantially 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, in each case to a Person that is not (either before or after
giving effect to such transactions) a Restricted Subsidiary of the Company, 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) shall be
released and relieved of any obligations under its Guarantee; provided that the net proceeds of
such sale or other disposition shall be applied in accordance with the applicable provisions of
this Indenture, including without limitation Section 4.12. If a Restricted Subsidiary is
designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.16, such
Subsidiary shall be released and relieved of any obligations under its Subsidiary Guarantee. Upon
delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the
effect that such sale or other disposition was made by the Company in accordance with the
provisions of this Indenture, including without limitation Section 4.12, the Trustee shall execute
any documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Guarantee.



          Any Guarantor not released from its obligations under its 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 10.



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ARTICLE 11.




SATISFACTION AND DISCHARGE




SECTION 11.01. Satisfaction and Discharge.




          This Indenture shall be discharged and shall cease to be of further effect, except as to
surviving rights of registration of transfer or exchange of the Notes, as to all Notes issued
hereunder, when:


     (a) either:




     (1) all Notes that have been previously authenticated and delivered (except
lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose
payment money has previously been deposited in trust or segregated and held in trust
by the Company and is thereafter repaid to the Company or discharged from the trust)
have been delivered to the Trustee for cancellation; or




     (2) all notes that have not been delivered to the Trustee for cancellation have
become due and payable by reason of the mailing of a notice of redemption or
otherwise or will become due and payable within one year, and the Company 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 U.S.
Government Securities, or a combination of cash in U.S. dollars and non-callable
U.S. Government Securities, 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 Additional Interest, 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 other Guarantor is a party or by which the Company or any other Guarantor is
bound;




     (c) the Company has paid or caused to be paid all sums payable by it hereunder;




     (d) the Company has delivered irrevocable instructions to the Trustee to apply the
deposited money toward the payment of the Notes at Stated Maturity or the redemption date,
as the case may be; and




     (e) the Company shall have delivered to the Trustee an Officers’ Certificate and
Opinion of Counsel stating that all conditions precedent relating to the satisfaction and
discharge of this Indenture have been satisfied.




			
	SECTION 11.02.	 	Deposited Cash and U.S. Government Securities To Be Held in Trust; Other
Miscellaneous Provisions.





          Subject to Section 11.03, all cash and non-callable U.S. Government Securities (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 11.02, the “Trustee”) pursuant to Section 11.01 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 cash and securities need not be segregated from other funds except to the
extent required by law.



          The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
or assessed against the Trustee with respect to money deposited with the Trustee pursuant to
Section 11.01 hereof.



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SECTION 11.03. Repayment to Company.




          Any cash or non-callable U.S. Government Securities deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any,
or interest on, any 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 request or (if
then held by the Company) shall be discharged from such trust; and the Holder shall thereafter, as
an unsecured creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such cash and securities, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company
cause to be published once, in The New York Times and The Wall Street Journal (national edition),
notice that such cash and securities 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 cash and securities then remaining shall be repaid to the Company.



ARTICLE 12.




SUBORDINATION




SECTION 12.01. Agreement To Subordinate.




          The Company and each Guarantor agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by, and all “payments” on and “distributions” on or with respect to, the
Notes (including any obligation to repurchase the Notes) and any Subsidiary Guarantees, is
subordinated in right of payment, to the extent and in the manner provided in this Article 12, to
the prior payment in full in cash of all Senior Debt (including interest, fees and expenses
accruing on or after the commencement of any bankruptcy proceeding whether or not post-filing
interest is allowed in such proceeding at the rate as specified in the documents evidencing the
applicable Senior Debt outstanding on the date hereof or hereafter created, incurred, assumed or
guaranteed). This Article 12 shall constitute a continuing agreement with all Persons who become
holders of, or continue to hold Senior Debt, and such provisions are made for the benefit of the
holders of Senior Debt.



SECTION 12.02. Liquidation; Dissolution; Bankruptcy.




          Upon any payment or distribution of the assets of the Company or a Guarantor to creditors of
the Company or the relevant Guarantor (1) in a liquidation or dissolution of the Company or the
relevant Guarantor, (2) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or the relevant Guarantor or its respective property, (3) in an
assignment for the benefit of creditors of the Company or the relevant Guarantor or (4) any
marshaling of assets and liabilities of the Company or the relevant Guarantor, the holders of
Senior Debt shall be entitled to receive payment in full in cash of all Obligations due in respect
of such Senior Debt (including interest, fees and expenses accruing on or after the commencement of
any bankruptcy proceeding whether or not post-filing interest is allowed in such proceeding at the
rate specified in the documents evidencing the applicable Senior Debt), before the Holders shall be
entitled to receive any payment with respect to the Notes or Subsidiary Guarantees, and until all
Obligations with respect to Senior Debt are paid in full in cash, any payment or distribution to
which the Holders would be entitled but for this Article 12 shall be made to the holders of Senior
Debt (except that Holders may receive and retain Permitted Junior Securities and payments made from
the trust described under Article 8 or Section 11.02 if such funds were deposited in accordance
with, and to the extent permitted by, this Article 12).



SECTION 12.03. Default on Designated Senior Debt.




          (a) Neither the Company nor any Guarantor may make any payment in respect of the Notes (except
in Permitted Junior Securities or from the trust described under Article 8 hereof) if:




     (1) a payment Default on Designated Senior Debt occurs and is continuing beyond any
applicable grace period; or



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     (2) any other default occurs and is continuing on any series of Designated Senior Debt
that permits holders of that series of Designated Senior Debt to accelerate its maturity and
the Trustee receives a notice of such other default (a “Payment Blockage Notice”)
from the Company or (i) with respect to Designated Senior Debt arising under the Credit
Agreement, from the agent for the lenders thereunder, or (ii) with respect to any other
Designated Senior Debt, from the holders of any such Designated Senior Debt.




     (b) Payments on the Notes or the guarantees may and shall be resumed:




     (1) in the case of a payment Default on Designated Senior Debt, upon the earlier of (i)
the date on which such default is cured or waived or (ii) the date on which such Designated
Senior Debt has been discharged and paid in full; and




     (2) in the case of a nonpayment Default on Designated Senior Debt, upon the earliest of
(i) the date on which such nonpayment Default is cured or waived, (ii) 179 days after the
date on which the applicable Payment Blockage Notice is received, unless the maturity of any
Designated Senior Debt has been accelerated, (iii) the date on which such payment blockage
period shall have been terminated by written notice to the Trustee by the party initiating
such payment blockage period or (iv) the date on which such Designated Senior Debt has been
discharged or paid in full in cash.



          (c) No new Payment Blockage Notice shall be delivered unless and until (i) 360 days have
elapsed since the delivery of the immediately prior Payment Blockage Notice and (ii) all scheduled
payments of principal, interest and premium on the Notes that have come due have been paid in full
in cash. No nonpayment default on Designated Senior Debt that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee shall be, or can 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 days. Following the expiration of any period during which the Company or the
Guarantors are prohibited from making payments on the Notes pursuant to a Payment Blockage Notice,
the Company or the Guarantors shall be obligated to resume making any and all required payments in
respect of the Notes, including any missed payments, unless a payment default on Designated Senior
Debt exists or the maturity of any Designated Senior Debt has been accelerated, and such
acceleration remains in full force and effect.



          (d) The Company shall give prompt written notice to the Trustee of any default in the payment
of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to
which Senior Debt may have been issued. Failure to give such notice shall not affect the
subordination of the Notes to the Senior Debt or the application of the other provisions provided
in this Article 12.



          (e) So long as any Indebtedness is outstanding under the Credit Agreement, only the agent
under such Credit Agreement shall be permitted to deliver a Payment Blockage Notice or to otherwise
act as the Representative of the holders of Designated Senior Debt.



SECTION 12.04. 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 (including, without limitation, the agent under the Credit
Agreement) or the Representative of the acceleration.



SECTION 12.05. When Distribution Must Be Paid Over.




          In the event that the Trustee receives or is holding, or any Holder receives, any payment with
respect to the Notes or any Subsidiary Guarantee of the Notes (other than in Permitted Junior
Securities or from the trust described under Article 8 hereof), when (i) such payment is prohibited
by Section 12.02 or 12.03 hereof and (ii) the Trustee or the Holder has actual knowledge that the
payment is prohibited, such payment or distribution shall be held by the Trustee or such Holder, in
trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior
Debt as their interests may appear or their Representative under the Credit Agreement or other
agreement (if any) pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for



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application to the payment of all Obligations with respect to the Senior
Debt remaining unpaid to the extent necessary to pay such Obligations in full in cash in accordance
with their terms, after giving effect to any concurrent payment or distribution to or for the
holders of Senior Debt.




          With respect to the holders of Senior Debt, the Trustee undertakes to perform only such
obligations on the part of the Trustee as are specifically set forth in this Article 12, 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 mistakenly
pay over or distribute to or on behalf of Holders or the Company, any Guarantor, or any other
Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this
Article 12, unless a Responsible Officer of the Trustee has received a Payment Blockage Notice and
such payment is made as a result of the willful misconduct or gross negligence of the Trustee.



SECTION 12.06. Notice by the Company.




          The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the
Company that would cause a payment of any Obligations with respect to the Notes or guarantees to
violate this Article 12, but failure to give such notice shall not affect the subordination of the
Notes or the guarantees to the Senior Debt as provided in Article 12.



SECTION 12.07. Subrogation.




          After all Senior Debt is paid in full in cash and until the Notes are paid in full, Holders
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. A
distribution made under this Article 12 to holders of Senior Debt that otherwise would have been
made to Holders is not, as between the Company and Holders, a payment by the Company on the Notes.



          If any payment or distribution to which the Holders would otherwise have been entitled but for
the provisions of this Article 12 shall have been applied, pursuant to the provisions of this
Article 12, to the payment of all amounts payable under the Senior Debt, then and in such case the
Holders shall be entitled to receive from the holders of such Senior Debt at the time outstanding
any payments or distributions received by such holders of such Senior Debt in excess of the amount
sufficient to pay all amounts payable under or in respect of such Senior Debt in full in cash;
provided, however, that such payments or distributions shall be paid first pro rata to Holders that
previously paid amounts and then pro rata to all Holders.



SECTION 12.08. Relative Rights.




          This Article 12 defines the relative rights of Holders and holders of Senior Debt. Nothing in
this Indenture shall:




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




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




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



          If the Company fails because of this Article 12 to pay principal, premium and interest on a
Note on the due date, the failure is still a Default.



-75-









 





SECTION 12.09. Subordination May Not Be Impaired by the 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 by the
failure of the Company to comply with this Indenture.



          Subject to the other provisions of this Indenture, the holders of the Senior Debt may, at any
time and from time to time, without the consent of or notice to the Trustee or the Holders, without
incurring responsibility to the Holders, and without impairing or releasing the subordination
provided in this Article 12, or the obligations hereunder of the Holders to the holders of the
Senior Debt, do any one or more of the following: (a) change in the manner, place, or terms of
payment, or extend the time of payment of, or renew or alter, Senior Debt or any instrument
evidencing the same or any agreement under which the Senior Debt is outstanding or secured; (b)
sell, exchange, release, or otherwise deal with any property pledged, mortgaged, or otherwise
securing the Senior Debt; (c) release any Person liable in any manner for the collection of Senior
Debt; and (d) exercise or refrain from exercising any rights against the Company, the Guarantor or
any other Person; provided, however, that this provision shall not in any way permit the Company or
any Guarantor to take any action otherwise prohibited by this Indenture.



SECTION 12.10. Distribution or Notice to Representative.




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



          Upon any payment or distribution of assets of the Company or any Guarantor referred to in this
Article 12, the Trustee and the Holders shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction or upon any certificate of the Representative for the purpose
of ascertaining the Persons entitled to participate in such distribution (so long as the existence
of the subordination provisions of this Article 12 have been brought to the attention of such court
or Representative), the holders of the Senior Debt and other Indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 12.



SECTION 12.11. Rights of Trustee and Paying Agent.




          Notwithstanding the provisions of this Article 12 or any other provision of this Indenture,
the Trustee shall not be charged with knowledge or notice of the existence of any facts that would
prohibit the making of any payment to or distribution by the Trustee, and the Trustee and the
Paying Agent may continue to make payments on the Notes, unless and until the Trustee shall have
received at the Corporate Trust Office of the Trustee no later than three (3) Business Days prior
to the due date of such payment written notice of facts that would cause the payment of any
principal, premium and interest with respect to the Notes to violate this Article 12 and, prior to
the receipt of any such written notice, the Trustee shall be entitled in all respects conclusively
to presume that no such fact exists. Unless the Trustee shall have received the notice provided
for in the preceding sentence, the Trustee shall have full power and authority to receive such
payment and to apply the same to the purpose for which it was received, and shall not be affected
by any notice to the contrary which may be received by it on or after such date. Only the Company
or a Representative may give the notice. Nothing in this Article 12 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 12.12. Authorization To Effect Subordination.




          Each Holder of a Note by the Holder’s acceptance thereof authorizes and directs the Trustee on
the Holder’s behalf to take such action as may be necessary or appropriate to acknowledge and
effectuate the subordination as provided in this Article 12, and appoints the Trustee to act as the
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,



-76-









 




a Representative of
Designated Senior Debt is hereby authorized to file an appropriate claim for and on behalf of the
Holders of the Notes and the Trustee shall have no liability therefor.




SECTION 12.13. Trust Moneys Not Subordinated.




          Notwithstanding anything contained herein to the contrary, payments from cash or the proceeds
of U.S. Government Securities held in trust under Article 8 or Section 11.02 hereof by the Trustee
(or other qualifying trustee) not in violation of Section 12.03 hereof for the payment of principal
of (and premium, if any) and interest on the Notes shall not be subordinated to the prior payment
of any Senior Debt or subject to the restrictions set forth in this Article 12, and none of the
Holders shall be obligated to pay over any such amount to the Issuers or any Holder of Senior Debt
or any other creditor of the Company.



SECTION 12.14. Payment and Distribution.




          For purposes of this Article 12, the term “payment” and/or “distribution” means any payment or
distribution (whether direct or indirect, whether in cash, property, securities, or otherwise, and
whether obtained or distributed by set-off, liquidation, bankruptcy distribution, settlement, or
otherwise) made by any Person (including, without limitation, any payments or distributions made
pursuant to Section 4.17 or by any court or governmental body or agency, any trustee in bankruptcy,
or any liquidating trustee) with respect to any Note or any guarantees or otherwise under this
Indenture, including, without limitation, payment of principal, premium or interest, on the Notes
or any payments under or with respect to any note guarantees, any depositing of funds with the
Trustee or any Paying Agent (including, without limitation, a deposit in respect of defeasance or
redemption, any payment on account of any optional or mandatory redemptions or repurchase
provisions, any payment or recovery on any claim under this Indenture, any note guarantees, any
Note, or relating to or arising out of the offer, sale, or purchase of any Note (whether for
rescission or damages and whether based on contract, tort, duty imposed by law, or any other theory
of liability); provided that, for the purposes of this Article 12, all Obligations now or hereafter
existing under
any Senior Debt, (including, without limitation, the Credit Agreement, any Hedging Obligations
or agreements with respect to the issuance of letters of credit) shall not be deemed to have been
paid in full unless the holders thereof shall have received payment in full and all commitments
thereunder and all letters of credit issued thereunder have expired.



SECTION 12.15. No Claims.




          No Holder shall have any claim to any property or assets of the Company, any Guarantor, or any
Subsidiary of the Company or any Guarantor, unless and until the Senior Debt shall have been fully
paid in cash.



SECTION 12.16. Acknowledgement of Holders.




          Each Holder by accepting a Note or a guarantee acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and consideration to each
holder of Senior Debt, whether such Senior Debt was created or acquired before or after the
issuance of the Notes or the guarantees, to acquire and continue to hold, or to continue to hold,
such Senior Debt, and such holder of Senior Debt shall be deemed conclusively to have relied on
such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Debt.



ARTICLE 13.




MISCELLANEOUS




SECTION 13.01. Trust Indenture Act Controls.




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



-77-









 





SECTION 13.02. Notices.




          Any notice or communication by the Company or the Trustee to the other is duly given if in
writing and delivered in person or mailed by first class mail (registered or certified, return
receipt requested), facsimile transmission or overnight air courier guaranteeing next-day delivery,
to the other’s address:


If to the Company:



Psychiatric Solutions, Inc

6640 Carothers Parkway, Suite 500

Franklin, Tennessee 37067

Attention: Brent Turner

Telecopier No.: (615) 312-5711



With a copy to:



Waller Lansden Dortch & Davis, LLP

511 Union Street, Suite 2700

Nashville, Tennessee 37219-8966

Attention: Gerald F. Mace, Esq.

Telecopier No.: (615) 244-6804



If to the Trustee:



U.S. Bank National Association

Corporate Trust Services

150 Fourth Avenue North, 2nd Floor

Nashville, Tennessee 37219

Attention: Wally Jones

Telecopier No.: (615) 251-0737




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



          All notices and communications (other than those sent to the Trustee or 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 sent by facsimile transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and
communications to the Trustee or Holders shall be deemed duly given and effective only upon
receipt.



          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 Security Register. 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.



-78-









 





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 any
provision of this Indenture, the Company shall furnish to the Trustee:




     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 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 complied with; and




     (b) 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 complied
with.



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:




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




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




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




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



          With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate,
certificates of public officials or reports or opinions of experts.



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.



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




          No past, present or future director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, shall have any liability for any obligations of the Company or
of the Guarantors under the Notes, this Indenture, the Guarantees or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. The waiver and release may not be effective to waive or
release liabilities under the federal securities laws.



-79-









 





SECTION 13.08. Governing Law.




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



SECTION 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 covenants and agreements of the Company in this Indenture and the Notes shall bind its
successors. All covenants and 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 in 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.



SECTION 13.14. Qualification of This Indenture.




          The Company shall qualify this Indenture under the TIA in accordance with the terms and
conditions of any Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys’ fees and expenses for the Company, the Trustee and the Holders) incurred in
connection therewith, including, but not limited to, costs and expenses of qualification of this
Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled
to receive from the Company any such Officers’ Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such qualification of this
Indenture under the TIA.



[Signatures on following page]




-80-









 








SIGNATURES




Dated as of May 7, 2009




	 	 	 	 	 
	 	PSYCHIATRIC SOLUTIONS, INC.

 	 
	 	By:  	/s/ Joey A. Jacobs
 	 
	 	 	Name:  	Joey A. Jacobs 	 
	 	 	Title:  	President, Chief Executive Officer and Chairman 	 
	 



GUARANTORS:




ABS LINCS DC, LLC

ABS LINCS KY, INC.

ABS LINCS NJ, INC.

ABS LINCS PA, INC.

ABS LINCS SC, INC.

ABS LINCS TN, INC.

ABS LINCS TX, INC.

ABS LINCS VA, INC.

ABS LINCS, LLC

ABS-FIRST STEP, INC.

ALLIANCE CROSSINGS, LLC

ALLIANCE HEALTH CENTER, INC.

ALTERNATIVE BEHAVIORAL SERVICES, INC.

ATLANTIC SHORES HOSPITAL, LLC

BEHAVIORAL EDUCATIONAL SERVICES, INC.

BEHAVIORAL HEALTHCARE LLC

BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.

BHC ALHAMBRA HOSPITAL, INC.

BHC BELMONT PINES HOSPITAL, INC.

BHC CEDAR VISTA HOSPITAL, INC.

BHC FAIRFAX HOSPITAL, INC.

BHC FORT LAUDERDALE HOSPITAL, INC.

BHC FOX RUN HOSPITAL, INC.

BHC FREMONT HOSPITAL, INC.

BHC HEALTH SERVICES OF NEVADA, INC.

BHC HERITAGE OAKS HOSPITAL, INC.

BHC HOLDINGS, INC.

BHC INTERMOUNTAIN HOSPITAL, INC.

BHC MANAGEMENT SERVICES OF LOUISIANA, LLC

BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC

BHC MANAGEMENT SERVICES OF STREAMWOOD,LLC

BHC MESILLA VALLEY HOSPITAL, LLC

BHC MONTEVISTA HOSPITAL, INC.

BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC

BHC PINNACLE POINTE HOSPITAL, INC.

BHC PROPERTIES, LLC

BHC SIERRA VISTA HOSPITAL, INC.

BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.




-1-









 





BHC STREAMWOOD HOSPITAL, INC.

BRENTWOOD ACQUISITION, INC.

BRENTWOOD ACQUISITION-SHREVEPORT, INC.

BRYNN MARR HOSPITAL, INC.

BY THE SEA PHYSICIAN PRACTICE, LLC

CALVARY CENTER, INC.

CANYON RIDGE HOSPITAL, INC.

CEDAR SPRINGS HOSPITAL, INC.

CENTENNIAL PEAKS HOSPITAL, LLC

CHILDREN’S TREATMENT SOLUTIONS, LLC

COLLABORATIVE CARE LLC

COLUMBUS HOSPITAL PARTNERS, LLC

COLUMBUS HOSPITAL, LLC

COMMUNITY CORNERSTONES, INC.

COMPASS HOSPITAL, INC.

CRAWFORD FIRST EDUCATION, INC.

CUMBERLAND HOSPITAL, LLC

CUMBERLAND HOSPITAL PARTNERS, LLC

DIAMOND GROVE CENTER, LLC

EMPLOYEE ASSISTANCE SERVICES, INC.

FHCHS OF PUERTO RICO, INC.

FIRST CORRECTIONS — PUERTO-RICO, INC.

FIRST HOSPITAL CORPORATION OF NASHVILLE

FIRST HOSPITAL CORPORATION OF

VIRGINIA BEACH

FIRST HOSPITAL PANAMERICANO, INC.

FORT LAUDERDALE HOSPITAL, INC.

GREAT PLAINS HOSPITAL, INC.

GULF COAST TREATMENT CENTER, INC.

H.C. CORPORATION

HAVENWYCK HOSPITAL INC.

HHC AUGUSTA, INC.

HHC BERKELEY, INC.

HHC CONWAY INVESTMENT, INC.

HHC COOPER CITY, INC.

HHC DELAWARE, INC.

HHC FOCUS FLORIDA, INC.

HHC INDIANA, INC.

HHC KINGWOOD INVESTMENT, LLC

HHC OCONEE, INC.

HHC OHIO, INC.

HHC POPLAR SPRINGS, INC.

HHC RIVER PARK, INC.

HHC SERVICES, LLC

HHC SOUTH CAROLINA, INC.

HHC ST. SIMONS, INC.

HHC TOLEDO, INC.

HMHM OF TENNESSEE, LLC

HOLLY HILL HOSPITAL, LLC

HORIZON BEHAVIORAL SERVICES, LLC

HORIZON HEALTH AUSTIN, INC.

HORIZON HEALTH CORPORATION

HORIZON HEALTH HOSPITAL SERVICES, LLC

HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, LLC

HORIZON MENTAL HEALTH MANAGEMENT, LLC




-2-









 





HSA HILL CREST CORPORATION

HSA OF OKLAHOMA, INC.

HUGHES CENTER, LLC

INDIANA PSYCHIATRIC INSTITUTES, LLC

INFOSCRIBER CORPORATION

KIDS BEHAVIORAL HEALTH OF UTAH, INC.

KINGWOOD PINES HOSPITAL, LLC

KMI ACQUISITION, LLC

KOLBURN SCHOOL, LLC

LAKELAND BEHAVIORAL, LLC

LAUREL OAKS BEHAVIORAL HEALTH CENTER, INC.

LAURELWOOD ASSOCIATES, INC.

LEBANON HOSPITAL PARTNERS, LLC

LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC

MENTAL HEALTH OUTCOMES, LLC

MESILLA VALLEY HOSPITAL, INC.

MESILLA VALLEY MENTAL HEALTH ASSOCIATES, INC.

MICHIGAN PSYCHIATRIC SERVICES, INC.

MISSION VISTA BEHAVIORAL HEALTH SERVICES, INC.

NASHVILLE REHAB, LLC

NORTH SPRING BEHAVIORAL HEALTHCARE, INC.

NORTHERN INDIANA PARTNERS, LLC

OCALA BEHAVIORAL HEALTH, LLC

PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC

PALMETTO BEHAVIORAL HEALTH SOLUTIONS, LLC

PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.

PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C.

PALMETTO PEE DEE BEHAVIORAL HEALTH, L.L.C.

PEAK BEHAVIORAL HEALTH SERVICES, LLC

PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.

PREMIER BEHAVIORAL SOLUTIONS, INC.

PRIDE INSTITUTE, INC.

PSYCHIATRIC MANAGEMENT RESOURCES, INC.

PSYCHIATRIC SOLUTIONS HOSPITALS, LLC

PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.

PSYCHMANAGEMENT GROUP, INC.

RAMSAY MANAGED CARE, LLC

RAMSAY YOUTH SERVICES OF GEORGIA, INC.

RAMSAY YOUTH SERVICES PUERTO RICO, INC.

RED ROCK BEHAVIORAL HEALTH LLC

RED ROCK SOLUTIONS, LLC

RESOURCES FOR LIVING, LLC

RIVEREDGE HOSPITAL HOLDINGS, INC.

RIVEREDGE HOSPITAL, INC.

ROCKFORD ACQUISITION SUB, INC.

ROLLING HILLS HOSPITAL, LLC

SAMSON PROPERTIES, LLC

SERVICIOS CONDUCTUALES DEL CARIBE, INC.

SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC

SOMERSET, INCORPORATED




-3-









 





SP BEHAVIORAL, LLC

SPRINGFIELD HOSPITAL, INC.

SUMMIT OAKS HOSPITAL, INC.

SUNSTONE BEHAVIORAL HEALTH, LLC

TBD ACQUISITION, LLC

TBJ BEHAVIORAL CENTER, LLC

TEXAS HOSPITAL HOLDINGS, INC.

TEXAS HOSPITAL HOLDINGS, LLC

THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC.

THE NATIONAL DEAF ACADEMY, LLC

THE PINES RESIDENTIAL TREATMENT CENTER, INC.

THE VASQUEZ GROUP, INC.

THERAPEUTIC SCHOOL SERVICES, L.L.C.

THREE RIVERS BEHAVIORAL HEALTH, LLC

THREE RIVERS HEALTHCARE GROUP, LLC

THREE RIVERS RESIDENTIAL TREATMENT | MIDLANDS CAMPUS, INC.

THREE RIVERS SPE HOLDING, LLC

THREE RIVERS SPE MANAGER, INC.

THREE RIVERS SPE, LLC

TRANSITIONAL CARE VENTURES, INC.

TUCSON HEALTH SYSTEMS, INC.

UNIVERSITY BEHAVIORAL, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC

VALLE VISTA, LLC

WELLSTONE HOLDINGS, INC.

VIRGIN ISLANDS BEHAVIORAL SERVICES, INC.

WEKIVA SPRINGS CENTER, LLC

WELLSTONE REGIONAL HOSPITAL ACQUISITION, LLC

WILLOW SPRINGS, LLC

WINDMOOR HEALTHCARE, INC.

WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.

WORK & FAMILY BENEFITS, INC.

ZEUS ENDEAVORS, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Joey A. Jacobs
 	 
	 	 	Name:  	Joey A. Jacobs 	 
	 	 	Title:  	President, Chief Executive Officer and Chairman 	 



-4-









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	 	 	H.C. PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	H.C. CORPORATION

HSA HILL CREST CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joey A. Jacobs
 

Name: Joey A. Jacobs
	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	SHC-KPH, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HHC KINGWOOD INVESTMENT, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	KINGWOOD PINES HOSPITAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	BHC OF INDIANA, GENERAL PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	COLUMBUS HOSPITAL PARTNERS, LLC

LEBANON HOSPITAL PARTNERS, LLC

NORTHERN INDIANA PARTNERS, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BHC OF INDIANA, GENERAL PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	COLUMBUS HOSPITAL PARTNERS, LLC

LEBANON HOSPITAL PARTNERS, LLC

NORTHERN INDIANA PARTNERS, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 






-5-









 






	 	 	 	 	 	 	 
	 

	 	By:
	 	INDIANA PSYCHIATRIC INSTITUTES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	HICKORY TRAIL HOSPITAL, L.P.

HIGH PLAINS BEHAVIORAL HEALTH, L.P.

MILLWOOD HOSPITAL, L.P.

TEXAS CYPRESS CREEK HOSPITAL, L.P.

TEXAS WEST OAKS HOSPITAL, L.P.

NEURO INSTITUTE OF AUSTIN, L.P.

TEXAS LAUREL RIDGE HOSPITAL, L.P.

TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P.

TEXAS SAN MARCOS TREATMENT CENTER, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TEXAS HOSPITAL HOLDINGS, LLC, as 

GENERAL
PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Joey A. Jacobs	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 






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	TRUSTEE:	 	 
	 
	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Wally Jones
 

Name: Wally Jones
	 	 
	 

	 	Title: Vice President	 	 






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EXHIBIT A




(Face of Note)




73/4% SENIOR SUBORDINATED NOTES DUE 2015




144A CUSIP NO. 74439H AH1 / Reg S CUSIP NO. U7444N AD7

144A ISIN NO. US74439HAH12 / Reg S ISIN NO. USU7444NAD76




$                    




PSYCHIATRIC SOLUTIONS, INC.



promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of                     
Dollars ($                    ) on July 15, 2015.



Interest Payment Dates: January 15 and July 15.




Record Dates: January 1 and July 1.




Dated:                     , 20[ ].




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



	 	 	 	 	 	 	 
	 	 	PSYCHIATRIC SOLUTIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






This is one of the Global

Notes referred to in the

within-mentioned Indenture:




U.S. BANK NATIONAL ASSOCIATION      ,

as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 






Dated                     , 20




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(Back of Note)




73/4% SENIOR SUBORDINATED NOTES DUE 2015




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




[Insert the OID Legend, if applicable pursuant to the terms of the Indenture]




[Insert the Private Placement Legend, if applicable pursuant to the terms 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. Psychiatric Solutions, Inc., a Delaware corporation (the
“Company”), promises to pay interest on the principal amount of this Note at 73/4% per annum
until maturity and shall pay Additional Interest, if any, as provided in Section 5 of the
Registration Rights Agreement. The Company shall pay interest semi-annually on January 15 and July
15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day
(each an “Interest Payment Date”). 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 [                    ], 2009;
provided, however, 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 the first of January 15 or July 15
to occur after the date of issuance, unless such January 15 or July 15 occurs within one calendar
month of such date of issuance, in which case the first Interest Payment Date shall be the second
of January 15 and July 15 to occur after the date of issuance. 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 at a rate that is 1% per annum in excess of the interest
rate then in effect under the Indenture and this Note; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Additional Interest, if any (without regard to any applicable grace periods), from
time to time 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) to the Persons in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even
if such Notes are cancelled 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, if any, and interest and Additional Interest, if any, at
the office or agency of the Company maintained for such purpose, or, at the option of the Company,
payment of interest may be made by check mailed to the Holders at their addresses set forth in the
Security Register; provided, however, that payment by wire transfer of immediately available funds
shall be required with respect to principal of and interest and Additional Interest, if any, and
premium, if any, on, all Global Notes and all other Notes the Holders of which shall have provided
wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts.



          3. Paying Agent and Registrar. Initially, U.S. Bank National Association, 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 May 7, 2009
(“Indenture”) among the Company, the guarantors party thereto (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 Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.



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          5. Optional Redemption.



          (a) Except as set forth in clause (b) of this Paragraph 5, the Notes will not be redeemable at
the option of the Company prior to July 15, 2010. Starting on that date, the Company may redeem
all or a portion of the Notes, at once or over time, after giving the required notice under the
Indenture at the redemption prices (expressed as percentages of principal amount) set forth below,
plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the
applicable redemption date (subject to the right of Holders of record on the relevant Regular
Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the
twelve-month period commencing on July 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage
	2010
	 	 	103.875	%
	2011
	 	 	102.583	%
	2012
	 	 	101.292	%
	2013 and thereafter
	 	 	100.000	%






          (b) At any time prior to July 15, 2010, the Company may redeem all or any portion of the
Notes, at once or over time, after giving the required notice under the indenture at a redemption
price equal to the greater of:




     (i) 100% of the principal amount of the notes to be redeemed, and




     (ii) the sum of the present values of (1) the redemption price of the notes at July 15,
2010 (as set forth above) and (2) the remaining scheduled payments of interest from the
redemption date through July 15, 2010, but excluding accrued and unpaid interest through the
redemption date, discounted to the redemption date (assuming a 360-day year consisting of
twelve 30-day months), at the Treasury Rate plus 50 basis points, plus, in either case,
accrued and unpaid interest, including Additional Interest, if any, to but excluding the
redemption date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date).



          (c) Any notice to holders of Notes of such a redemption shall include the appropriate
calculation of the redemption price, but need not include the redemption price itself. The actual
redemption price, calculated as described above, shall be set forth in an Officers’ Certificate
delivered to the Trustee no later than two business days prior to the redemption date.



          (d) Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture.



          6. Mandatory Redemption.



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



          (b) If the Notes would otherwise constitute “applicable high yield discount obligations”
within the meaning of Section 163(i)(1) of the Code, on July 15, 2014 and each interest period
thereafter (each, an “AHYDO Redemption Date”), the Company shall be required to redeem for
cash a portion of each Note then outstanding equal to the Mandatory Principal Redemption Amount
(such redemption, a “Mandatory Principal Redemption”). The redemption price for the
portion of each Note redeemed pursuant to a Mandatory Principal Redemption shall be 100% of the
principal amount of such portion plus any accrued interest thereon on the date of redemption. No
partial redemption or repurchase of the Notes prior to each AHYDO Redemption Date pursuant to any
other provision of the Indenture shall alter the Company’s obligation to make the Mandatory
Principal Redemption with respect to any Notes that remain outstanding on such AHYDO Redemption
Date.



          (c) Any redemption of the Notes pursuant to this paragraph shall be made pursuant to the
provisions of Sections 3.01 through 3.06 of the Indenture.



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          7. Repurchase at Option of Holder.



          (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require
the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of
such Holder’s Notes (a “Change of Control Offer”) at a purchase price, in cash, equal to
101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest
and Additional Interest, if any, on the Notes repurchased to the purchase date (subject to the
right of Holders of record on the relevant Regular Record Date to receive interest to, but
excluding, the Purchase Date).



          (b) If the Company or one of its Restricted Subsidiaries consummates any Asset Sales, any Net
Proceeds from Asset Sales that are not applied or invested as provided in Section 4.12 of the
Indenture will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds
$7.5 million, the Company will make an offer to all Holders of Notes to purchase the maximum
principal amount of Notes and, if the Company is required to do so under the terms of any other
Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with
the Notes, that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”). The
offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and
unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered
and not withdrawn Notes pursuant to an Asset Sale Offer, the Company may use such remaining Excess
Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness
to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds will be reset at zero. 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 shall be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at
its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only
in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof called for
redemption.



          9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. This Note shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed hereon and the aggregate
principal amount of Notes represented hereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. 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 beginning at
the opening of business 15 days before the day of any selection of Notes for redemption, or during
the period between a record date (including a Regular Record Date) and the next succeeding Interest
Payment Date.



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



          11. Amendment, Supplement and Waiver. Subject to certain exceptions, the Company, the
Guarantors and the Trustee may amend or supplement the Indenture and the Notes with the consent of
the Holders of at least a majority in aggregate principal amount of the then outstanding Notes,
including Additional Notes, if any, then outstanding voting as a single class (including, without
limitation, consents obtained in connection with a purchase of or tender offer or exchange offer
for the Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing Default or
Event of Default (except a continuing Default or Event of Default in (i) the payment of principal,
premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which
under the



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Indenture cannot be modified or amended without the consent of the Holder of each Note affected by
such modification or amendment) or compliance with any provision of the Indenture or the Notes may
be waived with the consent of the Holders of at least a majority in aggregate principal amount of
the Notes, including Additional Notes, if any, then outstanding voting as a single class (including
consents obtained in connection with a purchase of or tender offer or exchange offer for the
Notes).




          Without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or
supplement the Indenture or the Notes to (a) cure any ambiguity, defect or inconsistency, (b)
provide for uncertificated Notes in addition to or in place of certificated Notes, provided that
the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code,
or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the
Code; (c) provide for the assumption by a Surviving Person of the obligations of the Company under
the Indenture as contemplated by Article 5 of the Indenture, (d) make any change that would provide
any additional rights or benefits to the Holders or that does not adversely affect the legal rights
under the Indenture of any such Holder, (e) provide for or confirm the issuance of Additional
Notes, (f) comply with any requirement of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA, (g) add additional Guarantees or additional obligors
with respect to the Notes or release Guarantors from Guarantees as permitted by the terms of the
Indenture or (h) secure the Notes.



          12. Defaults and Remedies. Each of the following is an Event of Default under the
Indenture: (a) default for 30 days in the payment when due of interest on, or Additional Interest
with respect to, the Notes; (b) default in the payment when due of the principal of, or premium, if
any, on, any of the Notes when the same becomes due and payable at its Stated Maturity, upon
acceleration, redemption, optional redemption, required repurchase or otherwise (whether or not
prohibited by Article 12 of the Indenture); (c) failure by the Company or any Restricted Subsidiary
to comply with Section 5.01 of the Indenture; (d) failure by the Company or any Restricted
Subsidiary to comply with Section 4.09, 4.10, 4.12 or Section 4.17 of the Indenture, and such
failure continues for 30 days after written notice is given to the Company as provided in the
Indenture; (e) failure by the Company or any Restricted Subsidiary to comply with any other
covenant or agreement in the Notes or in the Indenture (other than a failure that is the subject of
the foregoing clause (a), (b), (c) or (d)), and such failure continues for 60 days after written
notice is given to the Company as provided in the Indenture; (f) a default under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the
payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such
Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that
default (i) is caused by a failure to pay principal of, or interest or premium, if any, on such
Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date
of such default (a “Payment Default”), or (ii) results in the acceleration of such
Indebtedness prior to its express maturity, and in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there
has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0
million or more; (g) failure by the Company or any Restricted Subsidiary to pay final judgments
aggregating in excess of $10.0 million or more, which judgments are not paid, discharged or stayed
for a period of 60 days; (h) except as permitted by the Indenture, any Subsidiary Guarantee of a
Guarantor 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 shall deny or disaffirm its
obligations under its Subsidiary Guarantee; and (i) certain events of bankruptcy, insolvency or
reorganization affecting the Company or any of its Significant Subsidiaries.



          If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25%
in principal amount of the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency described in the Indenture, 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. The Trustee may withhold from Holders notice of any
continuing Default or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest or Additional Interest) if it determines that withholding notice
is in their interest. The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture, except a continuing
Default or Event of Default (i) in the payment of the principal of, premium, if any, or interest
on, the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be
modified or



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amended without the consent of the Holder of each Note affected by such modification or
amendment. The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default or Event of
Default.




          13. Subordination. Payment of principal, interest and premium and Additional
Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms
provided in the Indenture.



          14. Trustee Dealings With Company. Subject to certain limitations, 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.



          15. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator or stockholder of the Company or of any Guarantor, as such, shall have any
liability for any obligations of the Company or any Guarantor under the Indenture, the Notes, the
Guarantees 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.



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



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



          18. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the
rights set forth in the Registration Rights Agreement, dated as of May 7, 2009, between the Company
and the parties named on the signature pages thereto 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 agreement, if any, among the Company and the other parties thereto,
relating to rights given by the Company to the purchasers of any Additional Notes.



          19. 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 has directed the Trustee to 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. Requests may be made to:


Psychiatric Solutions, Inc.

6640 Carothers Parkway, Suite 500

Franklin, Tennessee 37067

Attention: Brent Turner

Telecopier No.: (615) 312-5711




          20. Governing Law. The internal law of the State of New York shall govern and be used
to construe this Note without giving effect to applicable principals of conflicts of law to the
extent that the application of the laws of another jurisdiction would be required thereby.



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Option of Holder to Elect Purchase




          If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or
4.17 of the Indenture, check the box below:



[ ]
Section 4.12


[ ] Section 4.17




          If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.12 or Section 4.17 of the Indenture, state the amount you elect to have purchased:



$                     




	 	 	 	 	 
	Date:                     

	 	Your Signature:	 	 
	 

	 	 

	 	 
	 

	 	(Sign exactly as your name appears on the Note)	 	 
	 

	 	Tax Identification No.:	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	SIGNATURE GUARANTEE:	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	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.






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ASSIGNMENT FORM




To assign this Note, fill in the form below:




(I) or (we) assign and transfer this Note to



 




(Insert assignee’s social security or other tax I.D. no.)



 




 




 




 




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



and irrevocably appoint    
                   
                    
                     
                     
                     
                     
               

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



 







Date:                     




Your Signature:                                                            

(Sign exactly as your name appears on the

face of this Note)




Signature Guarantee:      
                                                     
        *




 



*   Participant in a recognized Signature Guarantee Medallion Program.





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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE




          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:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	 	 
	 	 	Amount of decrease in	 	 	Amount of increase in	 	 	this Global Note	 	 	Signature of authorized	 
	 	 	Principal Amount of	 	 	Principal Amount of	 	 	following such de-	 	 	signatory of Trustee or	 
	Date of Exchange	 	this Global Note	 	 	this Global Note	 	 	crease (or increase)	 	 	Note Custodian	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





EXHIBIT B




FORM OF CERTIFICATE OF TRANSFER




Psychiatric Solutions, Inc.

6640 Carothers Parkway, Suite 500

Franklin, Tennessee 37067

Attention: Brent Turner




U.S. Bank National Association

150 Fourth Avenue, Second Floor

Nashville, Tennessee 37219

Attention: Wally Jones

Telecopier No.: (615) 251-0737




     Re: 73/4% Senior Subordinated Notes due 2015



          Reference is hereby made to the Indenture, dated as of May 7, 2009 (the “Indenture”), among
Psychiatric Solutions, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank
National Association, 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. o Check if Transferee will take delivery of a beneficial interest in the 144A Global Note
or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act of 1933, as amended (the
“Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest or Definitive Note for its own account,
or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of
Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance
with any applicable blue sky securities laws of any state of the United States. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.



          2. o Check if Transferee will take delivery of a beneficial interest in the Regulation S
Global Note or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee was outside the
United States or such Transferor and any Person acting on 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(a) of Regulation S under the Securities Act, and (iii) the transaction
is not part of a plan or scheme to evade the registration requirements of 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



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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. o Check and complete if Transferee will take delivery of a beneficial interest in 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) o such Transfer is being effected pursuant to and in accordance with Rule 144 under
the Securities Act;



or





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



or





          (c) o 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.



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



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



-2-









 





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



	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	[Insert Name of Transferor]
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

     Name:
	 	 
	 

	 	 	 	     Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Dated:                     	 	 






-3-









 





ANNEX A TO CERTIFICATE OF TRANSFER





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





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





	 	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP                     ), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP                     ); or






	 	(b)	 	o a Restricted Definitive Note.






	2.	 	After the Transfer the Transferee will hold:





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





	 	(a)	 	o a beneficial interest in the:






	 	(i)	 	o 144A Global Note (CUSIP                     ), or
	 
	 	(ii)	 	o Regulation S Global Note (CUSIP                     ), or
	 
	 	(iii)	 	o Unrestricted Global Note (CUSIP                     ); or






	 	(b)	 	o a Restricted Definitive Note; or
	 
	 	(c)	 	o an Unrestricted Definitive Note,






	 	 	in accordance with the terms of the Indenture.






-4-









 








EXHIBIT C




FORM OF CERTIFICATE OF EXCHANGE




Psychiatric Solutions, Inc.

6640 Carothers Parkway, Suite 500

Franklin, Tennessee 37067

Attention: Brent Turner




U.S. Bank National Association

150 Fourth Avenue, Second Floor

Nashville, Tennessee 37219

Attention: Wally Jones

Telecopier No.: (615) 251-0737




     Re: 73/4% Senior Subordinated Notes due 2015



          Reference is hereby made to the Indenture, dated as of May 7, 2009 (the “Indenture”), among
Psychiatric Solutions, Inc., as issuer (the “Company”), the Guarantors party thereto and U.S. Bank
National Association, 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) o 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 Restricted Global Note and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



          (b) o 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
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 the
Restricted Global Note 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.



          (c) o 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.



-1-









 





          (d) o 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) o Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted
Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.



          (b) o 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 [CIRCLE ONE] 144A Global Note, Regulation S 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 Definitive Note 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.



-2-









 





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



	 	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	[Insert Name of Transferor]
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

     Name:
	 	 
	 

	 	 	 	     Title:	 	 
	 
	 	 	 	 	 	 
	 	 	     Dated:                     	 	 







-3-









 








EXHIBIT D




FORM OF NOTATION OF GUARANTEE




          For value received, each Guarantor (which term includes any successor Person under the
Indenture), jointly and severally, unconditionally guarantees, to the extent set forth in the
Indenture and subject to the provisions in the Indenture, dated as of May 7, 2009 (the
“Indenture”), among Psychiatric Solutions, Inc., as issuer (the “Company”), the Guarantors listed
on the signature pages thereto and U.S. Bank National Association, as trustee (the “Trustee”), (a)
the due and punctual payment of the principal of, premium, if any, and interest and Additional
Interest, if any, on the Notes, whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, if any, and, to the extent
permitted by law, interest and Additional Interest, if any, 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 Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture
and reference is hereby made to the Indenture for the precise terms of the Guarantee. This
Guarantee is subject to release as and to the extent set forth in Sections 8.02, 8.03 and 10.05 of
the Indenture. Each Holder of a Note, by accepting the same agrees to and shall be bound by such
provisions. Capitalized terms used herein and not defined are used herein as so defined in the
Indenture.



ABS LINCS DC, LLC

ABS LINCS KY, INC.

ABS LINCS NJ, INC.

ABS LINCS PA, INC.

ABS LINCS SC, INC.

ABS LINCS TN, INC.

ABS LINCS TX, INC.

ABS LINCS VA, INC.

ABS LINCS, LLC

ABS-FIRST STEP, INC.

ALLIANCE CROSSINGS, LLC

ALLIANCE HEALTH CENTER, INC.

ALTERNATIVE BEHAVIORAL SERVICES, INC.

ATLANTIC SHORES HOSPITAL, LLC

BEHAVIORAL EDUCATIONAL SERVICES, INC.

BEHAVIORAL HEALTHCARE LLC

BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC.

BHC ALHAMBRA HOSPITAL, INC.

BHC BELMONT PINES HOSPITAL, INC.

BHC CEDAR VISTA HOSPITAL, INC.

BHC FAIRFAX HOSPITAL, INC.

BHC FORT LAUDERDALE HOSPITAL, INC.

BHC FOX RUN HOSPITAL, INC.

BHC FREMONT HOSPITAL, INC.

BHC HEALTH SERVICES OF NEVADA, INC.

BHC HERITAGE OAKS HOSPITAL, INC.

BHC HOLDINGS, INC.

BHC INTERMOUNTAIN HOSPITAL, INC.

BHC MANAGEMENT SERVICES OF LOUISIANA, LLC

BHC MANAGEMENT SERVICES OF NEW MEXICO, LLC

BHC MANAGEMENT SERVICES OF STREAMWOOD,LLC




D-1









 





BHC MESILLA VALLEY HOSPITAL, LLC

BHC MONTEVISTA HOSPITAL, INC.

BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC

BHC PINNACLE POINTE HOSPITAL, INC.

BHC PROPERTIES, LLC

BHC SIERRA VISTA HOSPITAL, INC.

BHC SPIRIT OF ST. LOUIS HOSPITAL, INC.

BHC STREAMWOOD HOSPITAL, INC.

BRENTWOOD ACQUISITION, INC.

BRENTWOOD ACQUISITION-SHREVEPORT, INC.

BRYNN MARR HOSPITAL, INC.

BY THE SEA PHYSICIAN PRACTICE, LLC

CALVARY CENTER, INC.

CANYON RIDGE HOSPITAL, INC.

CEDAR SPRINGS HOSPITAL, INC.

CENTENNIAL PEAKS HOSPITAL, LLC

CHILDREN’S TREATMENT SOLUTIONS, LLC

COLLABORATIVE CARE LLC

COLUMBUS HOSPITAL PARTNERS, LLC

COLUMBUS HOSPITAL, LLC

COMMUNITY CORNERSTONES, INC.

COMPASS HOSPITAL, INC.

CRAWFORD FIRST EDUCATION, INC.

CUMBERLAND HOSPITAL, LLC

CUMBERLAND HOSPITAL PARTNERS, LLC

DIAMOND GROVE CENTER, LLC

EMPLOYEE ASSISTANCE SERVICES, INC.

FHCHS OF PUERTO RICO, INC.

FIRST CORRECTIONS — PUERTO-RICO, INC.

FIRST HOSPITAL CORPORATION OF NASHVILLE

FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH

FIRST HOSPITAL PANAMERICANO, INC.

FORT LAUDERDALE HOSPITAL, INC.

GREAT PLAINS HOSPITAL, INC.

GULF COAST TREATMENT CENTER, INC.

H.C. CORPORATION

HAVENWYCK HOSPITAL INC.

HHC AUGUSTA, INC.

HHC BERKELEY, INC.

HHC CONWAY INVESTMENT, INC.

HHC COOPER CITY, INC.

HHC DELAWARE, INC.

HHC FOCUS FLORIDA, INC.

HHC INDIANA, INC.

HHC KINGWOOD INVESTMENT, LLC

HHC OCONEE, INC.

HHC OHIO, INC.

HHC POPLAR SPRINGS, INC.

HHC RIVER PARK, INC.

HHC SERVICES, LLC

HHC SOUTH CAROLINA, INC.

HHC ST. SIMONS, INC.

HHC TOLEDO, INC.

HMHM OF TENNESSEE, LLC




-2-









 





HOLLY HILL HOSPITAL, LLC

HORIZON BEHAVIORAL SERVICES, LLC

HORIZON HEALTH AUSTIN, INC.

HORIZON HEALTH CORPORATION

HORIZON HEALTH HOSPITAL SERVICES, LLC

HORIZON HEALTH PHYSICAL REHABILITATION SERVICES, LLC

HORIZON MENTAL HEALTH MANAGEMENT, LLC

HSA HILL CREST CORPORATION

HSA OF OKLAHOMA, INC.

HUGHES CENTER, LLC

INDIANA PSYCHIATRIC INSTITUTES, LLC

INFOSCRIBER CORPORATION

KIDS BEHAVIORAL HEALTH OF UTAH, INC.

KINGWOOD PINES HOSPITAL, LLC

KMI ACQUISITION, LLC

KOLBURN SCHOOL, LLC

LAKELAND BEHAVIORAL, LLC

LAUREL OAKS BEHAVIORAL HEALTH

CENTER, INC.

LAURELWOOD ASSOCIATES, INC.

LEBANON HOSPITAL PARTNERS, LLC

LIBERTY POINT BEHAVIORAL

HEALTHCARE, LLC

MENTAL HEALTH OUTCOMES, LLC

MESILLA VALLEY HOSPITAL, INC.

MESILLA VALLEY MENTAL HEALTH

ASSOCIATES, INC.

MICHIGAN PSYCHIATRIC SERVICES, INC.

MISSION VISTA BEHAVIORAL HEALTH SERVICES, INC.

NASHVILLE REHAB, LLC

NORTH SPRING BEHAVIORAL HEALTHCARE, INC.

NORTHERN INDIANA PARTNERS, LLC

OCALA BEHAVIORAL HEALTH, LLC

PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC

PALMETTO BEHAVIORAL HEALTH SOLUTIONS, LLC

PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C.

PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C.

PALMETTO PEE DEE BEHAVIORAL HEALTH, L.L.C.

PEAK BEHAVIORAL HEALTH SERVICES, LLC

PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC.

PREMIER BEHAVIORAL SOLUTIONS, INC.

PRIDE INSTITUTE, INC.

PSYCHIATRIC MANAGEMENT RESOURCES, INC.

PSYCHIATRIC SOLUTIONS HOSPITALS, LLC

PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC.

PSYCHMANAGEMENT GROUP, INC.

RAMSAY MANAGED CARE, LLC

RAMSAY YOUTH SERVICES OF GEORGIA, INC.

RAMSAY YOUTH SERVICES PUERTO RICO, INC.

RED ROCK BEHAVIORAL HEALTH LLC

RED ROCK SOLUTIONS, LLC

RESOURCES FOR LIVING, LLC




-3-









 





RIVEREDGE HOSPITAL HOLDINGS, INC.

RIVEREDGE HOSPITAL, INC.

ROCKFORD ACQUISITION SUB, INC.

ROLLING HILLS HOSPITAL, LLC

SAMSON PROPERTIES, LLC

SERVICIOS CONDUCTUALES DEL CARIBE, INC.

SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC

SOMERSET, INCORPORATED

SP BEHAVIORAL, LLC

SPRINGFIELD HOSPITAL, INC.

SUMMIT OAKS HOSPITAL, INC.

SUNSTONE BEHAVIORAL HEALTH, LLC

TBD ACQUISITION, LLC

TBJ BEHAVIORAL CENTER, LLC

TEXAS HOSPITAL HOLDINGS, INC.

TEXAS HOSPITAL HOLDINGS, LLC

THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC.

THE NATIONAL DEAF ACADEMY, LLC

THE PINES RESIDENTIAL TREATMENT

CENTER, INC.

THE VASQUEZ GROUP, INC.

THERAPEUTIC SCHOOL SERVICES, L.L.C.

THREE RIVERS BEHAVIORAL HEALTH, LLC

THREE RIVERS HEALTHCARE GROUP, LLC

THREE RIVERS RESIDENTIAL TREATMENT | MIDLANDS CAMPUS, INC.

THREE RIVERS SPE HOLDING, LLC

THREE RIVERS SPE MANAGER, INC.

THREE RIVERS SPE, LLC

TRANSITIONAL CARE VENTURES, INC.

TUCSON HEALTH SYSTEMS, INC.

UNIVERSITY BEHAVIORAL, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC

VALLE VISTA, LLC

WELLSTONE HOLDINGS, INC.

VIRGIN ISLANDS BEHAVIORAL SERVICES, INC.

WEKIVA SPRINGS CENTER, LLC

WELLSTONE REGIONAL HOSPITAL

ACQUISITION, LLC

WILLOW SPRINGS, LLC

WINDMOOR HEALTHCARE, INC.

WINDMOOR HEALTHCARE OF PINELLAS PARK, INC.

WORK & FAMILY BENEFITS, INC.

ZEUS ENDEAVORS, LLC




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Joey A. Jacobs 	 
	 	 	Title:  	President, Chief Executive Officer and Chairman 	 
	 





-4-









 







	 	 	 	 	 	 	 
	 	 	H.C. PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	H.C. CORPORATION

HSA HILL CREST CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Joey A. Jacobs
	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	SHC-KPH, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	HHC KINGWOOD INVESTMENT, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	KINGWOOD PINES HOSPITAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	BHC OF INDIANA, GENERAL PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	COLUMBUS HOSPITAL PARTNERS, LLC

LEBANON HOSPITAL PARTNERS, LLC

NORTHERN INDIANA PARTNERS, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	BHC OF INDIANA, GENERAL PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	COLUMBUS HOSPITAL PARTNERS, LLC

LEBANON HOSPITAL PARTNERS, LLC

NORTHERN INDIANA PARTNERS, LLC

VALLE VISTA HOSPITAL PARTNERS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 






-5-









 






	 	 	 	 	 	 	 
	 	 	INDIANA PSYCHIATRIC INSTITUTES, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	HICKORY TRAIL HOSPITAL, L.P.

HIGH PLAINS BEHAVIORAL HEALTH, L.P.

MILLWOOD HOSPITAL, L.P.

TEXAS CYPRESS CREEK HOSPITAL, L.P.

TEXAS WEST OAKS HOSPITAL, L.P.

NEURO INSTITUTE OF AUSTIN, L.P.

TEXAS LAUREL RIDGE HOSPITAL, L.P.

TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P.

TEXAS SAN MARCOS TREATMENT CENTER, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	TEXAS HOSPITAL HOLDINGS,
LLC, as GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joey A. Jacobs	 	 
	 

	 	 	 	Title: President	 	 






-6-