exhibit_4-7210k.htm


    
      
         

        
          
            
Exhibit 4.7.2

            EXECUTION
COPY

            


          

        

      


      
        


        


        


        


      

      


      


      


      


      


      


      


      


      FIRST
SUPPLEMENTAL INDENTURE

       

      


      HEALTHSOUTH
CORPORATION

       

      


       

      8.125%
SENIOR NOTES DUE 2020

       

      


       

      THE BANK
OF NOVA SCOTIA

       

      TRUST
COMPANY OF

       

      NEW
YORK,

       

      as
Trustee

       

      


       

      


       

      Dated as
of  December 1, 2009

       

      


      


      


      


      


      


      


      
        


      

      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


          
            


            Exhibit
4.7.2

          

        

      

       

      
        	 	 
 TABLE OF CONTENTS	 Page
	 	 	 
	 	  ARTICLE I	 
	 	 	 
	 	  ESTABLISHMENT OF NEW SERIES	 
	 	 	 
	SECTION 1.01.  Establishment of New
      Series	 	 1
	 	 	 
	 	  ARTICLE II	 
	 	 	 
	 	  DEFINITIONS	 
	 	 	 
	SECTION
      2.01.  Definitions 	 	 2
	 	 	 
	 	ARTICLE III	 
	 	 	 
	 	THE SECURITIES	 
	 	 	 
	SECTION 3.01.  Form 	 	 30
	 	 	 
	 	ARTICLE IV	 
	 	 	 
	 	  AMENDMENT OF BASE INDENTURE	 
	 	 	 
	SECTION 4.01.  Amendment of Article I of Base
      Indenture 	 	
                 30

              
	SECTION 4.02.  Amendment of Article III of
      Base Indenture 	 	 30
	SECTION 4.03.  Amendment of Article IV of
      Base Indenture 	 	 31
	SECTION 4.04.  Amendment of Article V of Base
      Indenture 	 	 31
	SECTION 4.05.  Amendment of Article VI of
      Base Indenture 	 	 32
	SECTION 4.06.  Amendments of Article VII of
      Base Indenture 	 	 50
	SECTION 4.07.  Amendment of Article XI of
      Base Indenture 	 	 54
	SECTION 4.08.  Amendment of Article XII of
      Base Indenture 	 	 54
	SECTION 4.09.  Amendment of Article XIII of
      Base Indenture 	 	 58
	SECTION 4.10.  Amendment of Article XIV of
      Base Indenture 	 	 58
	SECTION 4.11.  Amendment of Base
      Indenture 	 	 61
	 	 	 
	 	ARTICLE V	 
	 	 	 
	 	 SUBSIDIARY GUARANTEES	 
	 	 	 
	SECTION 5.01.  Guarantees 	 	 61
	SECTION 5.02.  Limitation on
      Liability 	 	 63
	SECTION 5.03.  Successors and
      Assigns 	 	 63
	SECTION 5.04.  No Waiver 	 	 63
	SECTION
    5.05.  Modification 	 	 64
	SECTION 5.06.  Release of Subsidiary
      Guarantor 	 	 64
	SECTION
    5.07.  Contribution 	 	 65
	 	 	 
	 	ARTICLE VI	 
	 	 	 
	 	  MISCELLANEOUS	 
	 	 	 
	SECTION 6.01.  Integral
    Part 	 	 65
	SECTION 6.02.  Adoption, Ratification and
      Confirmation 	 	 65
	SECTION
    6.03.  Counterparts 	 	 65
	SECTION
    6.04.  Severability 	 	 65
	SECTION 6.05.  Governing
    Law 	 	 65
	SECTION 6.06.  Trustee Makes No
      Representation	 	
                 65

                 

              
	 	 	 
	 	 	 
	EXHIBIT A:  Form of Note	 	 
	EXHIBIT B:  Form of Guaranty
      Agreement	 	 


      

       


      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      FIRST SUPPLEMENTAL INDENTURE dated as of December 1,
2009 (this “Supplemental
Indenture”), between HEALTHSOUTH CORPORATION, a Delaware corporation (the
“Company”), the
SUBSIDIARY GUARANTORS (as defined herein) party hereto and THE BANK OF NOVA
SCOTIA TRUST COMPANY OF NEW YORK, a New York trust company (the “Trustee”).

       

      W I T N E
S S E T H:

       

      WHEREAS
the Company has heretofore entered into a senior indenture, dated as of
December 1, 2009 (the “Base Indenture”),
with the Trustee;

       

      WHEREAS
the Base Indenture, as supplemented by this Supplemental Indenture, is herein
called the “Indenture”;

       

      WHEREAS,
pursuant to Section 3.01 of the Indenture, the form and terms of a new series of
Securities may at any time be established by a supplemental indenture executed
by the Company and the Trustee;

       

      WHEREAS
the Company proposes to create under the Indenture a new series of
Securities;

       

      WHEREAS
additional Securities of this series and other series hereafter established,
except as may be limited in the Indenture as at the time supplemented and
modified, may be issued from time to time pursuant to the Indenture as at the
time supplemented and modified; and

       

      WHEREAS
all conditions necessary to authorize the execution and delivery of this
Supplemental Indenture and to make it a valid and binding obligation of the
Company and the Subsidiary Guarantors have been done or performed.

       

       

      NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

       

      ARTICLE I

       

      


       

      Establishment of New
Series

       

      SECTION
1.01. Establishment of New
Series.  (a)  There is hereby established a new
series of Securities to be issued under the Indenture, to be designated as the
Company’s 8.125% Senior Notes due 2020 (the “Securities”).

       

      (b) On the
Issue Date, the Trustee shall authenticate and deliver $290,000,000 of the
Securities and, at any time and from time to time thereafter, the Trustee shall
authenticate and deliver Additional Securities for original issue in accordance
with Section 3.14 of the Indenture in an aggregate principal amount
specified in the applicable resolution of the Board of Directors and
Officers’

       


      
        
          
             

          

           


        

        
          1

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Certificate.  Further,
from time to time after the original issue date, Securities shall be
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of other Securities as set forth in the Indenture.

       

      (c) The
Securities shall be issued initially in the form of one or more Global
Securities in substantially the form set out in Exhibit A hereto.  The
Depositary with respect to the Securities shall be The Depository Trust
Company.

       

      (d) Each Note
shall be dated the date of authentication thereof and shall bear interest as
provided in the form of Note in Exhibit A hereto.  The date on which
principal is payable on the Securities shall be as provided in the form of Note
in Exhibit A hereto.

       

      (e) The
record dates for the Securities and the manner of payment of principal and
interest on the Securities shall be as provided in the form of Note in Exhibit A
hereto.

       

      (f) If and to
the extent that the provisions of the Base Indenture are duplicative of, or in
contradiction with, the provisions of this Supplemental Indenture, the
provisions of this Supplemental Indenture shall govern, but solely with respect
to the Securities.

       

      ARTICLE II

       

      


       

      Definitions

       

      SECTION
2.01. Definitions.  For
purposes of the Indenture, but only with respect to the Securities, and the
Securities, the following terms have the meanings indicated
below.  All capitalized terms used herein and not otherwise defined
below shall have the meanings ascribed thereto in the Base
Indenture.

       

      “Additional Assets”
means (1) any property or assets used in a Related Business; (2) the
Capital Stock of a Person that becomes a Restricted Subsidiary as a result of
the acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or (3) Capital Stock constituting a minority interest in any
Person that at such time is a Restricted Subsidiary; provided, however, that any
such Restricted Subsidiary described in clause (2) or (3) above is
primarily engaged in a Related Business.

       

      “Additional
Securities” means Securities issued under the terms of this Indenture
subsequent to the Issue Date, and in compliance with Sections 3.14
and 6.03, it being understood that any Securities issued in exchange for or
replacement of any Security issued on the Issue Date shall not be an Additional
Security.

       

      “Adjusted Treasury
Rate” means, with respect to any redemption date, (1) the yield, under
the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated
“H.15(519)” or any successor publication that is published weekly by the Board
of Governors of the Federal Reserve System and which establishes yields on
actively traded United States

       


      
        
           


        

        
          2

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Treasury
securities adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if
no maturity is within three months before or after February 15, 2015, yields for
the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (2) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per year equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date, in each case calculated on the third Business Day immediately preceding
the redemption date, and in each case of (1) and (2), plus 0.50%.

       

      “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 the purposes of this definition, “control” when used with respect to
any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing. No Person (other than the Company or any
Subsidiary of the Company) in whom a Receivables Entity makes an Investment in
connection with a Qualified Receivables Transaction will be deemed to be an
Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.

       

      “Applicable Premium”
means, with respect to a Security at any redemption date, the greater of (1)
1.00% of the principal amount of such Security and (2) the excess of (A) the
present value at such redemption date of (i) the redemption price of such
Security on February 15, 2015 (such redemption price being set forth in
paragraph 5 of such Security, exclusive of any accrued interest), plus (ii) all
required remaining scheduled interest payments due on such Security through
February 15, 2015 (but excluding accrued and unpaid interest to the
redemption date), computed using a discount rate equal to the Adjusted Treasury
Rate, over (B) the principal amount of such Security on such redemption
date.

       

      “Asset Disposition”
means any sale, lease, transfer or other disposition (or series of related
sales, leases, transfers or dispositions) by the Company or any Restricted
Subsidiary, including any disposition by means of a merger, consolidation or
similar transaction (each referred to for the purposes of this definition as a
“disposition”), of:

       

      (1)  any
shares of Capital Stock of a Restricted Subsidiary (other than directors’
qualifying shares or shares required by applicable law to be held by a Person
other than the Company or a Restricted Subsidiary);

       

      (2)  all
or substantially all the assets of any division or line of business of the
Company or any Restricted Subsidiary; or

       


      
        
           


        

        
          3

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (3)  any
other assets of the Company or any Restricted Subsidiary outside of the ordinary
course of business of the Company or such Restricted Subsidiary;

       

      other
than, in the case of clauses (1), (2) and (3) above,

       

      (A)  a
disposition by a Restricted Subsidiary to the Company or by the Company or a
Restricted Subsidiary to a Restricted Subsidiary;

       

      (B)  for
purposes of Section 6.06 only, a disposition that constitutes a Restricted
Payment (or would constitute a Restricted Payment but for the exclusions from
the definition thereof) that is not prohibited by Section 6.04 or that
constitutes a Permitted Investment;

       

      (C)  a
disposition of all or substantially all the assets of the Company in accordance
with Section 5.01;

       

      (D)  a
disposition of assets with a Fair Market Value of less than or equal to
$7,500,000;

       

      (E)  sales
of damaged, worn-out or obsolete equipment or assets in the ordinary course of
business that, in the Company’s reasonable judgment, are no longer either used
or useful in the business of the Company or its Subsidiaries;

       

      (F)  the
sale or discount, in each case without recourse, of accounts receivable arising
in the ordinary course of business, but only in connection with the compromise
or collection thereof;

       

      (G)  sales
of accounts receivable and related assets of the type specified in the
definition of “Qualified Receivables Transaction” to a Receivables
Entity;

       

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

       

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

       

      (J)  a
disposition of cash or Temporary Cash Investments; and

       

      (K)  the
creation of a Lien (but not the sale or other disposition of the property
subject to such Lien).

       

      “Attributable Debt” in
respect of a Sale/Leaseback Transaction means, as at the time of determination,
the present value (discounted at the interest rate implicit in the

       


      
        
           


        

        
          4

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      lease,
compounded annually) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such Sale/Leaseback
Transaction (including any period for which such lease has been extended); provided, however, that if such
Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of
Indebtedness represented thereby shall be determined in accordance with the
definition of “Capital Lease Obligation”.

       

      “Average Life” means,
as of the date of determination, with respect to any Indebtedness, the quotient
obtained by dividing:

       

      (1)  the
sum of the products of the numbers of years from the date of determination to
the dates of each successive scheduled principal payment of or redemption or
similar payment with respect to such Indebtedness multiplied by the amount of
such payment by

       

      (2)  the
sum of all such payments.

       

      “Capital Lease
Obligation” means an obligation that is required to be classified and
accounted for as a capital lease for financial reporting purposes in accordance
with GAAP, and the amount of Indebtedness represented by such obligation shall
be the capitalized amount of such obligation determined in accordance with GAAP;
and the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a
penalty.  For purposes of Section 6.09, a Capital Lease
Obligation shall be deemed to be secured by a Lien on the property being
leased.

       

      “Captive Insurance
Subsidiary” means HCS, Ltd., a Cayman Islands entity, and any successor
to it, and any other Subsidiary formed for the purpose of facilitating
self-insurance programs of the Company and its Subsidiaries.

       

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

       

      (1)  the
Company becomes aware that any “person” (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or has become the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for
purposes of this clause (1) such person shall be deemed to have “beneficial
ownership” of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time),
directly or indirectly, of more than 50% of the total voting power of the Voting
Stock of the Company;

       

      (2)  at
any time during any period of up to 24 consecutive months, commencing on the
Issue Date, individuals who at the beginning of such period constituted the
Board of Directors (together with any new directors whose election by such Board
of Directors or whose nomination for election by the shareholders of the Company
was approved by a vote of a majority of the directors of the Company then still
in office who were either directors at the beginning of such period
or

       


      
        
           


        

        
          5

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors then in
office;

       

      (3)  the
Company is liquidated or dissolved or adopts a plan of liquidation or
dissolution; or

       

      (4)  the
merger or consolidation of the Company with or into another Person or the merger
of another Person with or into the Company, or the sale of all or substantially
all the assets of the Company (determined on a consolidated basis) to another
Person, other than a transaction following which (i) in the case of a merger or
consolidation transaction, holders of securities that represented 100% of the
Voting Stock of the Company immediately prior to such transaction (or other
securities into which such securities are converted as part of such merger or
consolidation transaction) own directly or indirectly at least a majority of the
voting power of the Voting Stock of the surviving Person in such merger or
consolidation transaction immediately after such transaction and (ii) in the
case of a sale of assets transaction, each transferee becomes an obligor in
respect of the Securities and a Subsidiary of the transferor of such
assets.

       

      “Comparable Treasury
Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the
Securities from the redemption date to February 15, 2015, that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a maturity most
nearly equal to February 15, 2015.

       

      “Comparable Treasury
Price” means, with respect to any redemption date, if clause (2) of the
Adjusted Treasury Rate is applicable, the average of three, or if not possible,
such lesser number as is obtained by the Company, Reference Treasury Dealer
Quotations for such redemption date.

       

      “Consolidated Amortization
Expense” means, for any Person for any period, the amortization expense
of such Person and its Restricted Subsidiaries for such period (to the extent
included in the computation of Consolidated Net Income of such Person),
determined on a consolidated basis in accordance with GAAP, excluding
amortization expense attributable to a prepaid item that was paid in cash in a
prior period.

       

      “Consolidated Coverage
Ratio” as of any date of determination means the ratio of (a) the
aggregate amount of EBITDA for the period of the most recent four consecutive
fiscal quarters ending at least 45 days prior to the date of such determination
to (b) Consolidated Interest Expense for such four fiscal quarters; provided, however,
that:

       

      (1)  if
the Company or any Restricted Subsidiary has Incurred any Indebtedness since the
beginning of such period that remains outstanding or if the transaction giving
rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence
of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving effect on a pro forma basis

       


      
        
           


        

        
          6

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      to such
Indebtedness (and the application of the proceeds thereof) as if such
Indebtedness had been Incurred on the first day of such period;

       

      (2)  if
the Company or any Restricted Subsidiary has repaid, repurchased, defeased or
otherwise discharged any Indebtedness since the beginning of such period or if
any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged
(in each case other than Indebtedness Incurred under any revolving credit
facility unless such Indebtedness has been permanently repaid and has not been
replaced) on the date of the transaction giving rise to the need to calculate
the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
such period shall be calculated on a pro forma basis as if such discharge had
occurred on the first day of such period and as if the Company or such
Restricted Subsidiary had not earned the interest income actually earned during
such period in respect of cash or Temporary Cash Investments used to repay,
repurchase, defease or otherwise discharge such Indebtedness;

       

      (3)  if
since the beginning of such period the Company or any Restricted Subsidiary
shall have made any Asset Disposition, EBITDA for such period shall be reduced
by an amount equal to EBITDA (if positive) directly attributable to the assets
which are the subject of such Asset Disposition for such period, or increased by
an amount equal to EBITDA (if negative), directly attributable thereto for such
period and Consolidated Interest Expense for such period shall be reduced by an
amount equal to the Consolidated Interest Expense directly attributable to any
Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased,
defeased or otherwise discharged with respect to the Company and its continuing
Restricted Subsidiaries in connection with such Asset Disposition for such
period (or, if the Capital Stock of any Restricted Subsidiary is sold, the
Consolidated Interest Expense for such period directly attributable to the
Indebtedness of such Restricted Subsidiary to the extent the Company and its
continuing Restricted Subsidiaries are no longer liable for such Indebtedness
after such sale);

       

      (4)  if
since the beginning of such period the Company or any Restricted Subsidiary (by
merger or otherwise) shall have made an Investment in any Restricted Subsidiary
(or any Person that becomes a Restricted Subsidiary) or an acquisition of
assets, including any acquisition of assets occurring in connection with a
transaction requiring a calculation to be made hereunder, that constitutes a
hospital or other health care-related business or all or substantially all of an
operating unit of a business, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto (including the
Incurrence of any Indebtedness) as if such Investment or acquisition had
occurred on the first day of such period; and

       

      (5)  if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into the Company or any Restricted
Subsidiary since the beginning of such period) shall have made any Asset
Disposition, any Investment or acquisition of assets that would have required an
adjustment pursuant to clause (3) or (4) above if made by the Company
or a

       


      
        
           


        

        
          7

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Restricted
Subsidiary during such period, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto as if such
Asset Disposition, Investment or acquisition had occurred on the first day of
such period.

       

      For
purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company
(and shall include any applicable Pro Forma Cost Savings).  If any
Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness).

       

      If any
Indebtedness is incurred under a revolving credit facility and is being given
pro forma effect, the interest on such Indebtedness shall be calculated based on
the average daily balance of such Indebtedness for the four fiscal quarters
subject to the pro forma calculation to the extent that such Indebtedness was
incurred solely for working capital purposes.

       

      “Consolidated Depreciation
Expense” means, for any Person for any period, the depreciation expense
of such Person and its Restricted Subsidiaries for such period (to the extent
included in the computation of Consolidated Net Income of such Person),
determined on a consolidated basis in accordance with GAAP.

       

      “Consolidated Income Tax
Expense” means, for any Person for any period, the provision for taxes
based on income and profits of such Person and its Restricted Subsidiaries to
the extent such provision for income taxes was deducted in computing
Consolidated Net Income of such Person for such period, determined on a
consolidated basis in accordance with GAAP.

       

      “Consolidated Interest
Expense” means, for any period, the total interest expense of the Company
and its consolidated Restricted Subsidiaries, net of interest income of the
Company and its consolidated Restricted Subsidiaries (other than interest income
of any Captive Insurance Subsidiary that is a Restricted Subsidiary), plus, to the extent
not included in the calculation of total interest expense, and to the extent
incurred by the Company or its Restricted Subsidiaries, without
duplication:

       

      (1)  interest
expense attributable to Capital Lease Obligations;

       

      (2)  amortization
of debt discount;

       

      (3)  capitalized
interest;

       

      (4)  non-cash
interest expense;

       


      
        
           


        

        
          8

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


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

       

      (6)  net
payments made or received pursuant to Hedging Obligations;

       

      (7)  dividends
accrued in respect of all Disqualified Stock of the Company and all Preferred
Stock of any Restricted Subsidiary, in each case held by Persons other than the
Company or a Wholly Owned Subsidiary (other than dividends payable solely in
Capital Stock (other than Disqualified Stock) of the Company); provided, however, that such
dividends shall be multiplied by a fraction the numerator of which is one and
the denominator of which is one minus the effective combined tax rate of the
issuer of such Preferred Stock (expressed as a decimal) for such period (as
estimated by the chief financial officer of the Company in good
faith);

       

      (8)  interest
accruing on any Indebtedness of any other Person to the extent such Indebtedness
is Guaranteed by (or secured by the assets of) the Company or any Restricted
Subsidiary; and

       

      (9)  the
cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees
to any Person (other than the Company) in connection with Indebtedness Incurred
by such plan or trust.

       

      “Consolidated Net
Income” means, for any period, the net income of the Company and its
consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

       

      (1)  any
net income of any Person (other than the Company) if such Person is not a
Restricted Subsidiary, except that:

       

      (A)  subject
to the exclusion contained in clause (4) below, the Company’s equity in the
net income of any such Person for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Person during such period to the Company or a Restricted Subsidiary as a
dividend or other distribution (subject, in the case of a dividend or other
distribution paid to a Restricted Subsidiary, to the limitations contained in
clause (3) below); and

       

      (B)  the
Company’s equity in a net loss of any such Person for such period shall be
included in determining such Consolidated Net Income to the extent such loss has
been funded with cash from the Company or a Restricted Subsidiary;

       

      (2)  any
net income (or loss) of any Person acquired by the Company or a Subsidiary in a
pooling of interests transaction (or any transaction accounted for in a manner
similar to a pooling of interests) for any period prior to the date of such
acquisition;

       


      
        
           


        

        
          9

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (3)  any
net income of any Restricted Subsidiary if such Restricted Subsidiary is subject
to restrictions, directly or indirectly, on the payment of dividends or the
making of distributions by such Restricted Subsidiary, directly or indirectly,
to the Company, except that:

       

      (A)  subject
to the exclusion contained in clause (4) below, the Company’s equity in the net
income of any such Restricted Subsidiary for such period shall be included in
such Consolidated Net Income up to the aggregate amount of cash that could have
been distributed by such Restricted Subsidiary during such period to the Company
or another Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend or other distribution paid to another Restricted
Subsidiary, to the limitation contained in this clause); and

       

      (B)  the
Company’s equity in a net loss of any such Restricted Subsidiary for such period
shall be included in determining such Consolidated Net Income;

       

      (4)  any
gain (or loss) realized upon the sale or other disposition of any assets of the
Company, its consolidated Subsidiaries or any other Person (including pursuant
to any sale-and-leaseback arrangement) which is not sold or otherwise disposed
of in the ordinary course of business and any gain (or loss) realized upon the
sale or other disposition of any Capital Stock of any Person;

       

      (5)  any
net income or net losses from discontinued operations;

       

      (6)  extraordinary
gains or losses; and

       

      (7)  the
cumulative effect of a change in accounting principles,

       

      in each
case, for such period.  Notwithstanding the foregoing, for the
purposes of Section 6.04 only, there shall be excluded from Consolidated
Net Income any repurchases, repayments or redemptions of Investments, proceeds
realized on the sale of Investments or return of capital to the Company or a
Restricted Subsidiary to the extent such repurchases, repayments, redemptions,
proceeds or returns increase the amount of Restricted Payments permitted under
clause (a)(3)(D) or (a)(3)(E) of Section 6.04.

       

      “Consolidated Tangible
Assets” as of any date means the total assets of the Company and its
Restricted Subsidiaries (excluding any assets that would be classified as
“intangible assets” under GAAP) on a consolidated basis at such date, as
determined in accordance with GAAP, less (i) all write-ups subsequent to the
Issue Date in the book value of any asset owned by the Company or any of its
Restricted Subsidiaries and (ii) Investments in and assets of Unrestricted
Subsidiaries.

       

      “Convertible Preferred
Stock” means the Company’s Series A Convertible Perpetual Preferred Stock
issued and outstanding on the Issue Date.

       


      
        
           


        

        
          10

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      “Credit Agreement”
means the Credit Agreement dated as of March 10, 2006, as amended, by and among
the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent,
and the other lenders and agents party thereto from time to time, together with
the related documents thereto (including the term loans and revolving loans
thereunder, any guarantees and security documents), as amended, extended,
renewed, restated, supplemented or otherwise modified (in whole or in part, and
without limitation as to amount, terms, conditions, covenants and other
provisions) from time to time, and any agreement (and related document)
governing Indebtedness incurred to Refinance, in whole or in part, the
borrowings and commitments then outstanding or permitted to be outstanding under
such Credit Agreement or a successor Credit Agreement, whether by the same or
any other lender or group of lenders (including by means of sales of debt
securities to institutional investors).

       

      “Currency Agreement”
means any foreign exchange contract, currency swap agreement or other similar
agreement with respect to currency values.

       

      “Designated Noncash
Consideration” means noncash consideration received by the Company or one
of its Restricted Subsidiaries in connection with an Asset Disposition that is
designated by the Company as Designated Noncash Consideration, less the amount
of cash or cash equivalents received in connection with a subsequent sale of
such Designated Noncash Consideration, which cash and cash equivalents shall be
considered Net Available Cash received as of such date and shall be applied
pursuant to Section 6.06.

       

      “Disqualified Stock”
means, with respect to any Person, 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 at the option of the holder) or upon the happening of any
event:

       

      (1)  matures
or is mandatorily redeemable (other than redeemable only for Capital Stock of
such Person which is not itself Disqualified Stock) pursuant to a sinking fund
obligation or otherwise;

       

      (2)  is
convertible or exchangeable at the option of the holder for Indebtedness or
Disqualified Stock; or

       

      (3)  is
mandatorily redeemable or must be purchased upon the occurrence of certain
events or otherwise, in whole or in part;

       

      in each
case on or prior to the date that is 91 days after the Stated Maturity of
the Securities; provided, however, that any
Capital Stock that would not constitute Disqualified Stock but for provisions
thereof giving holders thereof the right to require such Person to purchase or
redeem such Capital Stock upon the occurrence of an “asset sale” or “change of
control” occurring prior to the date that is 91 days after the Stated Maturity
of the Securities shall not constitute Disqualified Stock if the “asset sale” or
“change of control” provisions applicable to such Capital Stock are not more
favorable to the holders of such Capital Stock than the terms applicable to the
Securities under Sections 6.06 and 6.08.

       


      
        
           


        

        
          11

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      The
amount of any Disqualified Stock that does not have a fixed redemption,
repayment or repurchase price shall be calculated in accordance with the terms
of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid
or repurchased on any date on which the amount of such Disqualified Stock is to
be determined pursuant to this Indenture; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, the redemption, repayment or repurchase price
shall be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.  The Convertible Preferred
Stock, based on the terms thereof in effect on the Issue Date, shall not be
Disqualified Stock.

       

      “EBITDA” of any Person
for any period means Consolidated Net Income of such Person for such period
plus, without duplication, the sum for such Person of the following to the
extent deducted in calculating Consolidated Net Income for such
period:

       

      (1)  Consolidated
Income Tax Expense,

       

      (2)  Consolidated
Depreciation Expense,

       

      (3)  Consolidated
Amortization Expense,

       

      (4)  Consolidated
Interest Expense,

       

      (5)  all
other non-cash items or non-recurring non-cash items reducing Consolidated Net
Income of such Person and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP (including non-cash charges incurred as a result of the
application of FASB Accounting Standard Codification 718, Compensation—Stock
Compensation); provided that cash
expenditures made in respect of items to which the charges referred to in this
clause (5) relate in an aggregate amount in excess of $10,000,000 for any period
of four consecutive fiscal quarters shall be deducted in determining EBITDA for
the period during which such expenditures are made,

       

      (6)  any
restructuring charges in respect of legal fees associated with the government,
class-action and shareholder derivative litigation described in the Company’s
Report on Form 10-K for the fiscal year ended December 31, 2008,

       

      (7)  fees,
costs and expenses related to the offering of the Securities,

       

      (8)  any
losses from discontinued operations and closed locations,

       

      (9)  costs
and expenses related to the settlement of the Shareholder Litigation,
and

       

      (10)  charges
in respect of professional fees for reconstruction of financial statements
(including matters related to internal controls and documentation) that relate
to the fiscal years ended December 31, 2000, 2001, 2002, 2003, 2004 and
2005 and the fiscal quarters occurring during such fiscal years,

       


      
        
           


        

        
          12

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      in each
case determined on a consolidated basis in accordance with GAAP, less all
unusual noncash items or nonrecurring noncash items to the extent increasing
Consolidated Net Income of such Person and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP, in each case for such
period.  Notwithstanding the foregoing, the provision for taxes based
on the income or profits of, and the depreciation and amortization and noncash
charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to
compute EBITDA only to the extent (and in the same proportion, including by
reason of minority interests) that the net income or loss of such Restricted
Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders.

       

      “Eligible
Indebtedness” means any Indebtedness other than:

       

      (1)  Indebtedness
in the form of, or represented by, bonds (other than surety bonds, indemnity
bonds, performance bonds or bonds of a similar nature) or other securities or
any Guarantee thereof; and

       

      (2)  Indebtedness
that is, or may be, quoted, listed or purchased and sold on any stock exchange,
automated trading system or over-the-counter or other securities market
(including, without prejudice to the generality of the foregoing, the market for
securities eligible for resale pursuant to Rule 144A under the Securities
Act).

       

      “Equity Offering”
means any public or private sale of Capital Stock (other than Disqualified
Stock) of the Company, other than public offerings with respect to the Company’s
common stock registered on Form S-8 under the Securities Act and other than
issuances to any Subsidiary of the Company.

       

      “Fair Market Value”
means, with respect to any asset or property, the price that could be negotiated
in an arm’s-length, free market transaction, for cash, between a willing and
able buyer and an unaffiliated willing seller, neither of whom is under undue
pressure or compulsion to complete the transaction, as such price is determined
in good faith by (1) the Chief Financial Officer, the Treasurer or the
Chief Accounting Officer of the Company (unless otherwise provided in this
Indenture) for transactions valued at, or below, $10,000,000, or (2) the Board
of Directors of the Company (unless otherwise provided in this Indenture) for
transactions valued in excess of $10,000,000.

       

      “Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness of any Person and any obligation, direct or
indirect, contingent or otherwise, of such Person:

       


      
        
           


        

        
          13

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (1)  to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness of such Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise); or

       

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

       

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

       

      “Guaranty Agreement”
means a supplemental indenture, in substantially the form of Exhibit B hereto or
another form satisfactory to the Trustee, pursuant to which a Subsidiary
Guarantor guarantees the Company’s obligations with respect to the Securities on
the terms provided for in this Indenture.

       

      “Hedging Obligations”
of any Person means the obligations of such Person pursuant to any Interest Rate
Agreement or Currency Agreement.

       

      “Incur” means issue,
assume, Guarantee, incur or otherwise become liable for; provided, however, that any
Indebtedness of a Person existing at the time such Person becomes a Restricted
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be
deemed to be Incurred by such Person at the time it becomes a Restricted
Subsidiary.  The term “Incurrence” when used
as a noun shall have a correlative meaning.  Solely for purposes of
determining compliance with Section 6.03:

       

      (1)  amortization
of debt discount or the accretion of principal with respect to a noninterest
bearing or other discount security;

       

      (2)  the
payment of regularly scheduled interest in the form of additional Indebtedness
of the same instrument or the payment of regularly scheduled dividends on
Capital Stock in the form of additional Capital Stock of the same class and with
the same terms; and

       

      (3)  the
obligation to pay a premium in respect of Indebtedness arising in connection
with the issuance of a notice of redemption or making of a mandatory offer to
purchase such Indebtedness

       

      will not
be deemed to be the Incurrence of Indebtedness.

       

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

       

      (1)  the
principal in respect of (A) indebtedness of such Person for money borrowed and
(B) indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or
liable,

       


      
        
           


        

        
          14

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      including,
in each case, any premium on such indebtedness to the extent such premium has
become due and payable;

       

      (2)  all
Capital Lease Obligations of such Person and all Attributable Debt in respect of
Sale/Leaseback Transactions entered into by such Person;

       

      (3)  all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such Person and all obligations of
such Person under any title retention agreement (but excluding any accounts
payable or other liability to trade creditors arising in the ordinary course of
business);

       

      (4)  all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, bankers’ acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations (other than
obligations described in clauses (1) through (3) above) entered into in the
ordinary course of business of such Person to the extent such letters of credit
are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the tenth Business Day following payment on the letter
of credit);

       

      (5)  the
amount of all obligations of such Person with respect to the redemption,
repayment or other repurchase of any Disqualified Stock of such Person or, with
respect to any Preferred Stock of any Subsidiary of such Person, the principal
amount of such Preferred Stock to be determined in accordance with this
Indenture (but excluding, in each case, any accrued dividends);

       

      (6)  all
obligations of the type referred to in clauses (1) through (5) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee;

       

      (7)  all
obligations of the type referred to in clauses (1) through (6) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the Fair Market Value of such property or assets and
the amount of the obligation so secured; and

       

      (8)  to
the extent not otherwise included in this definition, Hedging Obligations of
such Person.

       

      Notwithstanding
the foregoing, in connection with the purchase by the Company or any Restricted
Subsidiary of any business, the term “Indebtedness” will exclude
indemnification, purchase price adjustment, holdback and contingency payment
obligations to which the seller may become entitled to the extent such payment
is determined by a final closing balance sheet or such payment depends on the
performance of such business after the closing; provided, however, that, at the
time of closing, the amount of any such payment is not determinable and, to the
extent such payment thereafter becomes fixed and determined, the amount is paid
within 60 days thereafter.

       


      
        
           


        

        
          15

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      The
amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all obligations as described above; provided, however, that in the
case of Indebtedness sold at a discount, the amount of such Indebtedness at any
time will be the accreted value thereof at such time.

       

      “Independent Qualified
Party” means an investment banking firm, accounting firm or appraisal
firm of national standing; provided, however, that such
firm is not an Affiliate of the Company.

       

      “Interest Rate
Agreement” means any interest rate swap agreement, interest rate cap
agreement or other financial agreement or arrangement with respect to exposure
to interest rates.

       

      “Investment” in any
Person means any direct or indirect advance, loan (other than advances to
customers in the ordinary course of business that are recorded as accounts
receivable on the balance sheet of the lender) or other extensions of credit
(including by way of Guarantee or similar arrangement) or capital contribution
to (by means of any transfer of cash or other property to others or any payment
for property or services for the account or use of others), or any purchase or
acquisition of Capital Stock, Indebtedness or other similar instruments issued
by such Person.  If the Company or any Restricted Subsidiary issues,
sells or otherwise disposes of any Capital Stock of a Person that is a
Restricted Subsidiary such that, after giving effect thereto, such Person is no
longer a Restricted Subsidiary, any Investment by the Company or any Restricted
Subsidiary in such Person remaining after giving effect thereto will be deemed
to be a new Investment at such time.  The acquisition by the Company
or any Restricted Subsidiary of a Person that holds an Investment in a third
Person shall be deemed to be an Investment by the Company or such Restricted
Subsidiary in such third Person at such time.  Except as otherwise
provided for herein, the amount of an Investment shall be its Fair Market Value
at the time the Investment is made and without giving effect to subsequent
changes in value.

       

      For
purposes of the definition of “Unrestricted Subsidiary”, the definition of
“Restricted Payment” and Section 6.04:

       

      (1)  “Investment”
shall include the portion (proportionate to the Company’s equity interest in
such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of
the Company at the time that such Subsidiary is designated an Unrestricted
Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent “Investment” in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (A) the Company’s
“Investment” in such Subsidiary at the time of such redesignation less (B) the
portion (proportionate to the Company’s equity interest in such Subsidiary) of
the Fair Market Value of the net assets of such Subsidiary at the time of such
redesignation; and

       

      (2)  any
property transferred to or from an Unrestricted Subsidiary shall be valued at
its Fair Market Value at the time of such transfer.

       


      
        
           


        

        
          16

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      “Issue Date” means
December 1, 2009.

       

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

       

      “Moody’s” means
Moody’s Investors Service, Inc., and any successor to its rating agency
business.

       

      “Net Available Cash”
from an Asset Disposition means cash payments received therefrom (including any
cash payments received by way of deferred payment of principal pursuant to a
note or installment receivable or otherwise and proceeds from the sale or other
disposition of any securities received as consideration, but only as and when
received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Indebtedness or other obligations relating
to such properties or assets or received in any other non-cash form), in each
case net of:

       

      (1)  all
legal, title and recording tax expenses, commissions and other fees and expenses
incurred (including legal, accounting and investment banking fees and
commissions), and all Federal, state, provincial, foreign and local taxes
required to be accrued as a liability under GAAP, as a consequence of such Asset
Disposition;

       

      (2)  all
payments made on any Indebtedness which is secured by any assets subject to such
Asset Disposition, in accordance with the terms of any Lien upon or other
security agreement of any kind with respect to such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law, be repaid out of the proceeds from such Asset
Disposition;

       

      (3)  all
distributions and other payments required to be made to minority interest
holders in Restricted Subsidiaries as a result of such Asset
Disposition;

       

      (4)  the
deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the property or
other assets disposed in such Asset Disposition and retained by the Company or
any Restricted Subsidiary after such Asset Disposition; and

       

      (5)  any
portion of the purchase price from an Asset Disposition placed in escrow,
whether as a reserve for adjustment of the purchase price, for satisfaction of
indemnities in respect of such Asset Disposition or otherwise in connection with
that Asset Disposition; provided, however, that upon
the termination of that escrow, Net Available Cash shall be increased by any
portion of funds in the escrow that are released to the Company or any
Restricted Subsidiary.

       

      “Net Cash Proceeds”,
with respect to any issuance or sale of Capital Stock or Indebtedness, means the
cash proceeds of such issuance or sale net of attorneys’ fees, accountants’
fees, underwriters’ or placement agents’ fees, discounts or commissions
and

       


      
        
           


        

        
          17

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      brokerage,
consultant and other fees actually incurred in connection with such issuance or
sale and net of taxes paid or payable as a result thereof.

       

      “Obligations” means,
with respect to any Indebtedness, all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, and other amounts
payable pursuant to the documentation governing such Indebtedness.

       

      “Officer” means the
Chairman of the Board of Directors, the Chief Executive Officer, the President,
any Vice President, the Treasurer or the Secretary of the Company.

       

      “Officer’s
Certificate” means a certificate signed by an Officer and delivered to
the Trustee and “Officers’ Certificate” means a certificate signed by two
Officers and delivered to the Trustee.  Each such certificate shall
include the statements provided for in Section 16.01 if and to the extent
required by the provisions of such Section.

       

      “Permitted Investment”
means an Investment by the Company or any Restricted Subsidiary in:

       

      (1)  the
Company, a Restricted Subsidiary or a Person that shall, upon the making of such
Investment, become a Restricted Subsidiary; provided, however, that the
primary business of such Restricted Subsidiary is a Related
Business;

       

      (2)  another
Person if, as a result of such Investment, such other Person is merged or
consolidated with or into, or transfers or conveys all or substantially all its
assets to, the Company or a Restricted Subsidiary; provided, however, that such
Person’s primary business is a Related Business;

       

      (3)  cash
and Temporary Cash Investments;

       

      (4)  receivables
owing to the Company or any Restricted Subsidiary if created or acquired in the
ordinary course of business and payable or dischargeable in accordance with
customary trade terms; provided, however, that such
trade terms may include such concessionary trade terms as the Company or any
such Restricted Subsidiary deems reasonable under the
circumstances;

       

      (5)  payroll,
travel and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and
that are made in the ordinary course of business;

       

      (6)  loans
or advances to officers, directors and employees made in the ordinary course of
business of the Company or such Restricted Subsidiary;

       

      (7)  stock,
obligations or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or any Restricted
Subsidiary or in satisfaction of judgments;

       


      
        
           


        

        
          18

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (8)  any
Person to the extent such Investment represents the non-cash portion of the
consideration received for (A) an Asset Disposition as permitted pursuant to
Section 6.06 or (B) a disposition of assets not constituting an Asset
Disposition;

       

      (9)  any
Person where such Investment was acquired by the Company or any of its
Restricted Subsidiaries (A) in exchange for any other Investment or accounts
receivable held by the Company or any such Restricted Subsidiary in connection
with or as a result of a bankruptcy, workout, reorganization or recapitalization
of the issuer of such other Investment or accounts receivable or (B) as a result
of a foreclosure by the Company or any of its Restricted Subsidiaries with
respect to any secured Investment or other transfer of title with respect to any
secured Investment in default;

       

      (10)  any
Person to the extent such Investments consist of prepaid expenses, negotiable
instruments held for collection and lease, utility and workers’ compensation,
performance and other similar deposits made in the ordinary course of business
by the Company or any Restricted Subsidiary;

       

      (11)  any
Person to the extent such Investments consist of Hedging Obligations otherwise
permitted under Section 6.03;

       

      (12)  any
Person to the extent such Investment exists on the Issue Date, and any
extension, modification or renewal of any such Investments existing on the Issue
Date, but only to the extent not involving additional advances, contributions or
other Investments of cash or other assets or other increases thereof (other than
as a result of the accrual or accretion of interest or original issue discount
or the issuance of pay-in-kind securities, in each case, pursuant to the terms
of such Investment as in effect on the Issue Date);

       

      (13)  [intentionally
omitted];

       

      (14)  a
Receivables Entity, or any Investment by a Receivables Entity in any other
Person in connection with a Qualified Receivables Transaction, including
Investments of funds held in accounts permitted or required by the arrangements
governing such Qualified Receivables Transaction or any related Indebtedness;
provided, however, that any
Investment in a Receivables Entity is in the form of a purchase money note,
contribution of additional receivables or an equity interest; or

       

      (15)  Persons
to the extent such Investments, when taken together with all other Investments
made pursuant to this clause (15) and outstanding on the date such Investment is
made, do not exceed 7.5% of Consolidated Tangible Assets, as determined based on
the consolidated balance sheet of the Company as of the end of the most recent
fiscal quarter ending at least 45 days prior thereto.

       

      “Permitted Liens”
means, with respect to any Person:

       


      
        
           


        

        
          19

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (1)  pledges
or deposits by such Person under worker’s compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of Indebtedness) or leases
to which such Person is a party, or deposits to secure public or statutory
obligations of such Person or deposits of cash or United States government bonds
to secure surety or appeal bonds to which such Person is a party, performance
bonds or obligations of a like nature or deposits as security for contested
taxes or import duties or for the payment of rent, in each case Incurred in the
ordinary course of business;

       

      (2)  Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each
case for sums not yet due or being contested in good faith by appropriate
proceedings or other Liens arising out of judgments or awards against such
Person with respect to which such Person shall then be proceeding with an appeal
or other proceedings for review and Liens arising solely by virtue of any
statutory or common law provision relating to banker’s Liens, rights of set-off
or similar rights and remedies as to deposit accounts or other funds maintained
with a creditor depository institution; provided, however, that (A)
such deposit account is not a dedicated cash collateral account and is not
subject to restrictions against access by the Company in excess of those set
forth by regulations promulgated by the Federal Reserve Board and (B) such
deposit account is not intended by the Company or any Restricted Subsidiary to
provide collateral to the depository institution;

       

      (3)  Liens
for taxes, assessments or other governmental charges or claims, in each case not
yet subject to penalties for non-payment or which are being contested in good
faith by appropriate proceedings;

       

      (4)  Liens
in favor of issuers of surety bonds or letters of credit issued pursuant to the
request of and for the account of such Person in the ordinary course of its
business; provided, however, that such
letters of credit do not constitute Indebtedness;

       

      (5)  minor
survey exceptions, minor encumbrances, easements or reservations of, or rights
of others for, licenses, rights-of-way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions as
to the use of real property or Liens incidental to the conduct of the business
of such Person or to the ownership of its properties which were not Incurred in
connection with Indebtedness and which do not in the aggregate materially
adversely affect the value of said properties or materially impair their use in
the operation of the business of such Person;

       

      (6)  Liens
securing Indebtedness Incurred to finance the construction, purchase or lease
of, or repairs, improvements or additions to, property, plant or equipment of
such Person; provided, however, that the
Lien may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries at the time the Lien is Incurred (other than assets and
property affixed or appurtenant thereto), and the Indebtedness (other than any
interest thereon) secured by the Lien

       


      
        
           


        

        
          20

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      may not
be Incurred more than 180 days after the later of the acquisition, completion of
construction, repair, improvement, addition or commencement of full operation of
the property subject to the Lien;

       

      (7)  Liens
to secure Indebtedness permitted pursuant to
Section 6.03(b)(1);

       

      (8)  Liens
existing on the Issue Date (other than Liens referred to in the foregoing clause
(7)(i));

       

      (9)  Liens
on property or shares of Capital Stock of another Person at the time such other
Person becomes a Subsidiary of such Person; provided, however, that the
Liens may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries (other than assets and property affixed or appurtenant
thereto);

       

      (10)  Liens
on property at the time such Person or any of its Subsidiaries acquires the
property, including any acquisition by means of a merger or consolidation with
or into such Person or a Subsidiary of such Person; provided, however, that the
Liens may not extend to any other property owned by such Person or any of its
Restricted Subsidiaries (other than assets and property affixed or appurtenant
thereto);

       

      (11)  Liens
securing Indebtedness or other obligations of a Subsidiary of such Person owing
to such Person or a Wholly Owned Subsidiary of such Person;

       

      (12)  Liens
securing Hedging Obligations so long as such Hedging Obligations are permitted
to be Incurred under this Indenture;

       

      (13)  any
Lien on accounts receivable and related assets of the types specified in the
definition of “Qualified Receivables Transaction” incurred in connection with a
Qualified Receivables Transaction;

       

      (14)  Liens
in favor of the Company or the Subsidiary Guarantors;

       

      (15)  leases,
subleases, licenses or sublicenses granted to third parties entered into in the
ordinary course of business which do not materially interfere with the conduct
of the business of the Company and the Restricted Subsidiaries and which do not
secure any Indebtedness;

       

      (16)  Liens
securing judgments, decrees, orders or awards for the payment of money not
constituting an Event of Default in respect of which the Company shall in good
faith be prosecuting an appeal or proceedings for review, which appeal or
proceedings shall not have been finally terminated, or in respect of which the
period within which such appeal or proceedings may be initiated shall not have
expired;

       


      
        
           


        

        
          21

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (17)  Liens
to secure any Refinancing (or successive Refinancings) as a whole, or in part,
of any Indebtedness secured by any Lien referred to in the foregoing clause (6),
(7)(ii), (8), (9) or (10); provided, however,
that:

       

      (A)  such
new Lien shall be limited to all or part of the same property and assets that
secured or, under the written agreements pursuant to which the original Lien
arose, could secure the original Lien (plus improvements and accessions to, such
property or proceeds or distributions thereof); and

       

      (B)  the
Indebtedness secured by such Lien at such time is not increased to any amount
greater than the sum of (i) the outstanding principal amount or, if greater,
committed amount of the Indebtedness described under clause (6), (7)(ii), (8),
(9) or (10) at the time the original Lien became a Permitted Lien and (ii) an
amount necessary to pay any fees and expenses, including premiums, related to
such refinancing, refunding, extension, renewal or replacement; and

       

      (18)  other
Liens securing Indebtedness to the extent such Indebtedness, when taken together
with all other Indebtedness secured by Liens Incurred pursuant to this clause
(18) and outstanding on the date such other Lien is Incurred, does not exceed 5%
of Consolidated Tangible Assets, as determined based on the consolidated balance
sheet of the Company as of the end of the most recent fiscal quarter ending at
least 45 days prior thereto.

       

      Notwithstanding
the foregoing, “Permitted Liens” will not include any Lien described in clause
(6), (9) or (10) above to the extent such Lien applies to any Additional Assets
acquired directly or indirectly from Net Available Cash pursuant to
Section 6.06.  For purposes of this definition, the term
“Indebtedness” shall be deemed to include interest on such
Indebtedness.

       

      “principal” of a
Security means the principal of the Security plus the premium, if any, payable
on the Security which is due or overdue or is to become due at the relevant
time.

       

      “Pro Forma Cost
Savings” means, with respect to any period, the reduction in costs that
were:

       

      (1)  directly
attributable to an asset acquisition and calculated on a basis that is
consistent with Regulation S-X under the Securities Act in effect and applied as
of the Issue Date, or

       

      (2)  implemented
by the business that was the subject of any such asset acquisition within the
six months prior to or following the date of the asset acquisition and that are
supportable and quantifiable by the underlying accounting records of such
business,

       


      
        
           


        

        
          22

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      as if, in
the case of each of clause (1) and (2), all such reductions in costs had been
effected as of the beginning of such period.

       

      “Prospectus
Supplement” means the Prospectus Supplement dated November 17, 2009,
and used in connection with the offering of the Securities.

       

      “Purchase Money
Indebtedness” means Indebtedness (1) consisting of the deferred purchase
price of property, conditional sale obligations, obligations under any title
retention agreement, other purchase money obligations and obligations in respect
of industrial revenue bonds or similar Indebtedness, in each case where the
maturity of such Indebtedness does not exceed the anticipated useful life of the
asset being financed, and (2) Incurred to finance the acquisition by the Company
or a Restricted Subsidiary of such asset, including additions and improvements,
in the ordinary course of business, provided, however, that any
Lien arising in connection with any such Indebtedness shall be limited to the
specific asset being financed or, in the case of real property or fixtures,
including additions and improvements, the real property on which such asset is
attached; provided
further, however, that such
Indebtedness is Incurred within 180 days after such acquisition of such
assets.

       

      “Qualified Receivables
Transaction” means any transaction or series of transactions that may be
entered into by the Company or any of its Restricted Subsidiaries pursuant to
which the Company or any of its Restricted Subsidiaries may sell, convey or
otherwise transfer to:

       

      (1)  a
Receivables Entity (in the case of a transfer by the Company or any of its
Restricted Subsidiaries) or

       

      (2)  any
other Person (in the case of a transfer by a Receivables Entity),

       

      or may
grant a security interest in, any accounts receivable (whether now existing or
arising in the future) of the Company or any of its Restricted Subsidiaries, and
any assets related thereto, including all collateral securing such accounts
receivable, all contracts and all Guarantees or other obligations in respect of
such accounts receivable, proceeds of such accounts receivable and other assets
which are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable; provided, however, that the
financing terms, covenants, termination events and other provisions thereof
shall be market terms (as determined in good faith by the chief financial
officer of the Company).

       

      The grant
of a security interest in any accounts receivable of the Company or any of its
Restricted Subsidiaries to secure Indebtedness permitted pursuant to
Section 6.03(b)(1) shall not be deemed a Qualified Receivables
Transaction.

       

      “Quotation Agent”
means one of the Reference Treasury Dealers selected by the
Company.

       

      “Receivables Entity”
means (a) a Wholly Owned Subsidiary of the Company that is designated by the
Board of Directors (as provided below) as a Receivables

       


      
        
           


        

        
          23

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Entity or
(b) another Person engaging in a Qualified Receivables Transaction with the
Company, which Person engages in the business of the financing of accounts
receivable, and in either of clause (a) or (b):

       

      (1)  no
portion of the Indebtedness or any other obligations (contingent or otherwise)
of such entity

       

      (A)  is
Guaranteed by the Company or any Subsidiary of the Company (excluding Guarantees
of obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings),

       

      (B)  is
recourse to or obligates the Company or any Subsidiary of the Company in any way
(other than pursuant to Standard Securitization Undertakings), or

       

      (C)  subjects
any property or asset of the Company or any Subsidiary of the Company, directly
or indirectly, contingently or otherwise, to the satisfaction thereof (other
than pursuant to Standard Securitization Undertakings);

       

      (2)  the
entity is not an Affiliate of the Company or is an entity with which neither the
Company nor any Subsidiary of the Company has any material contract, agreement,
arrangement or understanding other than on terms that the Company reasonably
believes to be no less favorable to the Company or such Subsidiary than those
that might be obtained at the time from Persons that are not Affiliates of the
Company; and

       

      (3)  is
an entity to which neither the Company nor any Subsidiary of the Company has any
obligation to maintain or preserve such entity’s financial condition or cause
such entity to achieve certain levels of operating results.

       

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

       

      “Reference Treasury
Dealer” means J.P. Morgan Securities Inc., Barclays Capital Inc. and
Goldman, Sachs & Co. and their respective successors and
assigns.

       

      “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Company, of the bid and asked
prices for the Comparable Treasury Issue, expressed in each case as a percentage
of its principal amount, quoted in writing to the Company by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
immediately preceding such redemption date.

       


      
        
           


        

        
          24

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      “Refinance” means, in
respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay,
purchase, redeem, defease or retire, or to issue other Indebtedness in exchange
or replacement for, such Indebtedness.  “Refinanced” and “Refinancing”
shall have correlative meanings.

       

      “Refinancing
Indebtedness” means Indebtedness that Refinances any Indebtedness of the
Company or any Restricted Subsidiary existing on the Issue Date or Incurred in
compliance with this Indenture, including Indebtedness that Refinances
Refinancing Indebtedness; provided, however,
that:

       

      (1)  such
Refinancing Indebtedness has a Stated Maturity no earlier than the Stated
Maturity of the Indebtedness being Refinanced;

       

      (2)  such
Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being Refinanced;

       

      (3)  such
Refinancing Indebtedness has an aggregate principal amount (or if Incurred with
original issue discount, an aggregate issue price) that is equal to or less than
the aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding (plus fees and expenses, including
any premium and defeasance costs) under the Indebtedness being Refinanced;
and

       

      (4)  if
the Indebtedness being Refinanced is subordinated in right of payment to the
Securities, such Refinancing Indebtedness is subordinated in right of payment to
the Securities at least to the same extent as the Indebtedness being
Refinanced;

       

      provided further,
however, that
Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that
is not a Subsidiary Guarantor that Refinances Indebtedness of the Company or a
Subsidiary Guarantor or (B) Indebtedness of the Company or a Restricted
Subsidiary that Refinances Indebtedness of an Unrestricted
Subsidiary.

       

      “Related Business”
means any business in which the Company or any of the Restricted Subsidiaries
was engaged on the Issue Date and any business related, ancillary or
complementary to such business.

       

      “Restricted Payment”
with respect to any Person means:

       

      (1)  the
declaration or payment of any dividends or any other distributions of any sort
in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving such Person) or similar payment to the direct
or indirect holders of its Capital Stock (other than (A) dividends or
distributions payable solely in its Capital Stock (other than Disqualified
Stock), (B) dividends or distributions payable solely to the Company or a
Restricted Subsidiary and (C) pro rata dividends or
other distributions made by a Subsidiary that is not a

       


      
        
           


        

        
          25

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Wholly
Owned Subsidiary to minority stockholders (or owners of an equivalent interest
in the case of a Subsidiary that is an entity other than a
corporation));

       

      (2)  the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of any Capital Stock of the Company held by any Person (other than by
a Restricted Subsidiary) or of any Capital Stock of a Restricted Subsidiary held
by any Affiliate of the Company (other than by a Restricted Subsidiary),
including in connection with any merger or consolidation and including the
exercise of any option to exchange any Capital Stock (other than into Capital
Stock of the Company that is not Disqualified Stock);

       

      (3)  the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value, prior to scheduled maturity, scheduled repayment or scheduled sinking
fund payment of any Subordinated Obligations of the Company or any Subsidiary
Guarantor (other than (A) from the Company or a Restricted Subsidiary or (B) the
purchase, repurchase, redemption, defeasance or other acquisition or retirement
of Subordinated Obligations purchased in anticipation of satisfying a sinking
fund obligation, principal installment or final maturity, in each case due
within one year of the date of such purchase, repurchase, redemption, defeasance
or other acquisition or retirement); or

       

      (4)  the
making of any Investment (other than a Permitted Investment) in any
Person.

       

      “Restricted
Subsidiary” means any Subsidiary of the Company that is not an
Unrestricted Subsidiary.

       

      “Sale/Leaseback
Transaction” means an arrangement relating to property owned by the
Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by
the Company or a Restricted Subsidiary whereby the Company or a Restricted
Subsidiary transfers such property to a Person and the Company or a Restricted
Subsidiary leases it from such Person, other than leases between the Company and
a Restricted Subsidiary or between Restricted Subsidiaries.

       

      “Senior Indebtedness”
means with respect to any Person:

       

      (1)  Indebtedness
of such Person, whether outstanding on the Issue Date or thereafter Incurred;
and

       

      (2)  all
other Obligations of such Person (including interest accruing on or after the
filing of any petition in bankruptcy or for reorganization relating to such
Person whether or not post-filing interest is allowed in such proceeding) in
respect of Indebtedness described in clause (1) above

       

      unless,
in the case of clauses (1) and (2), in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
Indebtedness or other obligations are subordinate in right of payment to the
Securities or the Subsidiary

       


      
        
           


        

        
          26

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Guarantee
of such Person, as the case may be; provided, however, that Senior
Indebtedness shall not include:

       

      (A)  any
obligation of such Person to the Company or any Subsidiary;

       

      (B)  any
liability for federal, state, local or other taxes owed or owing by such
Person;

       

      (C)  any
accounts payable or other liability to trade creditors arising in the ordinary
course of business;

       

      (D)  any
Indebtedness or other Obligation of such Person which is subordinate or junior
in any respect to any other Indebtedness or other Obligation of such Person;
or

       

      (E)  that
portion of any Indebtedness which at the time of Incurrence is Incurred in
violation of this Indenture.

       

      “Shareholder
Litigation” means the Federal securities class actions and the derivative
actions brought against the Company and/or certain of its former directors and
officers and certain other parties in the United States District Court for the
Northern District of Alabama and the Circuit Court in Jefferson County, Alabama
relating to financial reporting and related activity that occurred at the
Company during periods ended in March 2003.

       

      “Significant
Subsidiary” means any Restricted Subsidiary that would be a “Significant
Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X
promulgated by the SEC.

       

      “Standard &
Poor’s” means Standard & Poor’s, a division of The McGraw-Hill
Companies, Inc., and any successor to its rating agency business.

       

      “Standard Securitization
Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Subsidiary of the Company that,
taken as a whole, are customary in an accounts receivable
transaction.

       

      “Stated Maturity”
means, with respect to any security, the date specified in such security as the
fixed date on which the final payment of principal of such security is due and
payable, including pursuant to any mandatory redemption provision (but excluding
any provision providing for the repurchase of such security at the option of the
holder thereof upon the happening of any contingency unless such contingency has
occurred).

       

      “Subordinated
Obligation” means, with respect to a Person, any Indebtedness of such
Person (whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities or a
Subsidiary

       


      
        
           


        

        
          27

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Guarantee
of such Person, as the case may be, pursuant to a written agreement to that
effect.

       

      “Subsidiary Guarantee”
means a Guarantee by a Subsidiary Guarantor of the Company’s obligations with
respect to the Securities.

       

      “Subsidiary Guarantor”
means each Subsidiary of the Company that executes this Indenture as a guarantor
on the Issue Date and each other Subsidiary of the Company that thereafter
guarantees the Securities pursuant to the terms of this Indenture.

       

      “Syndication” means
the sale of partnership or other equity interests in Subsidiaries of the Company
or other Persons controlled by the Company that own or operate health care
facilities to (i) participating physicians, radiologists and other specialists,
(ii) professional corporations and other legal entities owned or controlled by
such participating physicians, radiologists and other specialists and (iii)
participating hospitals and other health care providers.  For purposes
of this definition, “controlled” shall have the meaning set forth in the
definition of “Affiliate.”

       

      “Temporary Cash
Investments” means any of the following:

       

      (1)  any
investment in direct obligations of the United States of America or any agency
thereof or obligations guaranteed by the United States of America or any agency
thereof;

       

      (2)  investments
in demand and time deposit accounts, certificates of deposit and money market
deposits maturing within 180 days of the date of acquisition thereof issued by a
bank or trust company which is organized under the laws of the United States of
America, any State thereof or any foreign country recognized by the United
States of America, and which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $250,000,000 (or the foreign currency
equivalent thereof) and has outstanding debt which is rated “A” (or such similar
equivalent rating) or higher by at least one nationally recognized statistical
rating organization (as defined in Rule 436 under the Securities Act) or any
money-market fund sponsored by a registered broker dealer or mutual fund
distributor;

       

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

       

      (4)  investments
in commercial paper, maturing not more than 270 days after the date of
acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of America with a rating at the
time as of which any investment therein is made of “P-1” (or higher) according
to Moody’s or “A-1” (or higher) according to Standard and Poor’s;

       


      
        
           


        

        
          28

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (5)  investments
in securities issued or fully guaranteed by any state, commonwealth or territory
of the United States of America, or by any political subdivision or taxing
authority thereof, and rated at least “A” by Standard & Poor’s or “A2” by
Moody’s;

       

      (6)  eligible
banker’s acceptances, repurchase agreements and tax-exempt municipal bonds
having a maturity of less than one year, in each case having a rating of, or
evidencing the full recourse obligation of a person whose senior debt is rated,
at least “A” by Standard & Poor’s and at least “A2” by Moody’s;
and

       

      (7)  investments
in money market funds that invest substantially all their assets in securities
of the types described in clauses (1) through (6) above.

       

      “Uniform Commercial
Code” means the New York Uniform Commercial Code as in effect from time
to time.

       

      “Unrestricted
Subsidiary” means:

       

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

       

      (2)  any
Subsidiary of an Unrestricted Subsidiary.

       

      The Board
of Directors may designate any Subsidiary of the Company (including any newly
acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless
such Subsidiary or any of its Subsidiaries owns any Capital Stock or
Indebtedness of, or holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, however, that either
(A) the Subsidiary to be so designated has total assets of $1,000 or less or (B)
if such Subsidiary has assets greater than $1,000, such designation would be
permitted under Section 6.04.

       

      The Board
of Directors may designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided, however, that
immediately after giving effect to such designation (A) the Company could Incur
$1.00 of additional Indebtedness under Section 6.03(a) and (B) no Default
shall have occurred and be continuing.  Any such designation by the
Board of Directors shall be evidenced to the Trustee by promptly filing with the
Trustee a certified copy of the resolution of the Board of Directors giving
effect to such designation and an Officers’ Certificate certifying that such
designation complied with the foregoing provisions.

       

      “Voting Stock” of a
Person means all classes of Capital Stock of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

       


      
        
           


        

        
          29

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      “Wholly Owned
Subsidiary” means a Restricted Subsidiary all the Capital Stock of
which (other than directors’ qualifying shares) is owned by the Company or one
or more other Wholly Owned Subsidiaries.

       

      ARTICLE III

       

      


       

      The
Securities

       

      SECTION 3.01. Form.  Provisions
relating to the Securities are set forth in Exhibit A hereto, which is hereby
incorporated in and expressly made a part of this Supplemental
Indenture.  The Securities and the Trustee’s certificate of
authentication thereto shall be substantially in the form of Exhibit A, which is
hereby incorporated in and expressly made a part of this Supplemental
Indenture.  The Securities may have notations, legends or endorsements
required by law, stock exchange rule, agreements to which the Company is
subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Company).  Each Security
shall be dated the date of its authentication.  The Securities shall
be issuable only in registered form without interest coupons and only in
denominations of $2,000 and integral multiples of $1,000.  The terms
of the Securities set forth in Exhibit A are part of the terms of this
Supplemental Indenture.

       

      ARTICLE IV

       

      


       

      Amendment Of Base
Indenture

       

      SECTION 4.01. Amendment of Article I of
Base Indenture.  Section 1.01 of the Base Indenture is
hereby amended, but only with respect to the Securities, by the deletion of the
definitions of the following terms: “Indebtedness”, “Mandatory Sinking Fund
Payment”, “Officer’s Certificate”, “Optional Sinking Fund Payment”, “Record
Date”, “Senior Indebtedness” and “Stated Maturity”.

       

      SECTION 4.02. Amendment of Article III of
Base Indenture.  Article III of the Base Indenture is hereby
amended, but only with respect to the Securities, by the addition of the
following new Section 3.14 at the end thereof:

       

      “SECTION
3.14.  Issuance of Additional
Securities.  After the Issue Date, the Company shall be
entitled, subject to its compliance with Section 6.03, to issue Additional
Securities under this Indenture, which Securities shall have identical terms as
the Securities issued on the Issue Date, other than with respect to the date of
issuance and issue price and first payment of interest.  All the
Securities issued under this Indenture shall be treated as a single class for
all purposes of this Indenture, including waivers, amendments, redemptions and
offers to purchase.

       

      With
respect to any Additional Securities, the Company shall set forth in a
resolution of the Board of Directors and an Officers’

       


      
        
           


        

        
          30

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Certificate, a copy of each of which shall be delivered to the
Trustee, the following information:

       

      (1)  the
aggregate principal amount of such Additional Securities to be authenticated and
delivered pursuant to this Indenture and the provision of Section 6.03 that the
Company is relying on to issue such Additional Securities; and

       

      (2)  the
issue price, the issue date, the CUSIP number and the ISIN of such Additional
Securities; provided, however, that no Additional Securities may be issued at a
price that would cause such Additional Securities to have “original issue
discount” within the meaning of Section 1273 of the Code.”

       

      
SECTION
4.03. Amendment
of Article IV of Base Indenture.  Section 4.02(a) of
the Base Indenture is hereby amended, but only with respect to the Securities,
by deleting the words “, by lot or in such other manner as the Trustee shall
deem appropriate”, and replacing such deleted words with “on a pro rata basis to the
extent practicable”.

       

      
SECTION
4.04. Amendment
of Article V of Base Indenture.  Article V of the Base
Indenture is hereby amended and restated, but only with respect to the
Securities, to read in its entirety as follows:

       

       

      "ARTICLE
V

       

       

      


       

       

      SUCCESSOR
COMPANY

       

      SECTION
5.01.  When
Company May Merge or Transfer Assets.  The Company shall not
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, directly or indirectly, all or
substantially all its assets to, any Person, unless:

       

      (1)  the
resulting, surviving or transferee Person (the “Successor Company”)
shall be a corporation organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia and the
Successor Company (if not the Company) shall expressly assume, by a supplemental
indenture hereto, executed and delivered to the Trustee, in form satisfactory to
the Trustee, all the obligations of the Company under the Securities and this
Indenture;

       

      (2)  immediately
after giving pro forma effect to such transaction (and treating any Indebtedness
which becomes an obligation of the Successor Company or any Subsidiary thereof
as a result of such transaction as having been Incurred by the
Successor

       


      
        
           


        

        
          31

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Company or such Subsidiary at the time of such transaction), no
Default shall have occurred and be continuing;

       

      (3)  immediately
after giving pro forma effect to such transaction, (A) the Successor Company
would be able to Incur an additional $1.00 of Indebtedness pursuant to
Section 6.03(a) or (B) the Consolidated Coverage Ratio for the Successor
Company would be greater than such ratio for the Company and its Restricted
Subsidiaries immediately prior to such transaction; and

       

      (4)  the
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that such consolidation, merger or transfer and
such supplemental indenture (if any) comply with this Indenture,

       

      provided, however, that clause
(3) shall not be applicable to (A) a Restricted Subsidiary consolidating with,
merging into or transferring all or part of its properties and assets to the
Company (so long as no Capital Stock of the Company is distributed to any
Person) or (B) the Company merging with an Affiliate of the Company solely for
the purpose and with the sole effect of reincorporating the Company in another
jurisdiction.

       

      For
purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer
or other disposition of all or substantially all of the properties and assets of
one or more Subsidiaries of the Company, which properties and assets, if held by
the Company instead of such Subsidiaries, would constitute all or substantially
all of the properties and assets of the Company on a consolidated basis, shall
be deemed to be the transfer of all or substantially all of the properties and
assets of the Company.

       

      The
Successor Company shall be the successor to the Company and shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture, and the predecessor Company, except in the case of a
lease, shall be released from the obligation to pay the principal of and
interest on the Securities.”

       

      
SECTION
4.05. Amendment
of Article VI of Base Indenture.

       

      (a)  Article VI
of the Base Indenture is hereby amended, but only with respect to the
Securities, by the addition of the following new Sections 6.02, 6.03, 6.04,
6.05, 6.06, 6.07, 6.08, 6.09, 6.10 and 6.11:

       

      “SECTION
6.02.  SEC
Reports.  Whether or not the Company is subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
shall file with the SEC (subject to the next sentence), and provide the Trustee
and Holders with, such annual and other reports as are specified in Sections 13
and 15(d) of the Exchange Act and

       


      
        
           


        

        
          32

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      

      applicable
to a U.S. corporation subject to such Sections, such reports to be so filed and
provided at the times specified for the filings of such reports under such
Sections and containing all the information, audit reports and exhibits required
for such reports.  If, at any time, the Company is not subject to the
periodic reporting requirements of the Exchange Act for any reason, the Company
shall nevertheless continue filing the reports specified in the preceding
sentence with the SEC within the time periods required unless the SEC will not
accept such a filing.  Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely on Officer’s Certificates).  The Company
agrees that it shall not take any action for the purpose of causing the SEC not
to accept such filings.  If, notwithstanding the foregoing, the SEC
will not accept such filings for any reason, the Company shall post the reports
specified in the preceding sentence on its website within the time periods that
would apply if the Company were required to file such reports with the
SEC.  At any time that any of the Company’s Subsidiaries are
Unrestricted Subsidiaries, the quarterly and annual financial information
required by this paragraph shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and
in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the
Company.

       

      The
Company also shall comply with the other provisions of Section 314(a) of
the TIA.

       

      SECTION
6.03.  Limitation on
Indebtedness.  (a)  The Company shall not, and shall
not permit any Restricted Subsidiary to, Incur, directly or indirectly, any
Indebtedness; provided, however, that the
Company and the Subsidiary Guarantors shall be entitled to Incur Indebtedness
if, on the date of such Incurrence and after giving effect thereto on a pro
forma basis the Consolidated Coverage Ratio exceeds 2.0 to 1.0.

       

      (b)  Notwithstanding
the foregoing paragraph (a), the Company and the Restricted Subsidiaries shall
be entitled to Incur any or all of the following Indebtedness:

       

      (1)  Indebtedness
Incurred pursuant to the Credit Agreement; provided, however, that,
immediately after giving effect to any such Incurrence, the aggregate principal
amount of all Indebtedness Incurred under this clause (1) and then
outstanding

       


      
        
           


        

        
          33

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      does not
exceed $1,551,000,000 less the sum of all principal payments with respect to
such Indebtedness made pursuant to Section 6.06(a)(3)(A) and in satisfaction of
Section 6.06;

       

      (2)  Indebtedness
owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any
subsequent issuance or transfer of any Capital Stock that results in any such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent
transfer of such Indebtedness (other than to the Company or a Restricted
Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such
Indebtedness by the obligor thereon, (B) if the Company 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 Securities, and (C) if a
Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is
expressly subordinated to the prior payment in full in cash of all obligations
of such Subsidiary Guarantor with respect to its Subsidiary
Guarantee;

       

      (3)  the
Securities (excluding any Additional Securities);

       

      (4)  Indebtedness
outstanding on the Issue Date (other than Indebtedness described in clause (1),
(2) or (3) of this Section 6.03(b));

       

      (5)  Indebtedness
of a Restricted Subsidiary Incurred and outstanding on or prior to the date on
which such Subsidiary was acquired by the Company (other than Indebtedness
Incurred in connection with, or to provide all or any portion of the funds or
credit support utilized to consummate, the transaction or series of related
transactions pursuant to which such Subsidiary became a Subsidiary or was
acquired by the Company); provided, however, that on the
date of such acquisition and after giving pro forma effect thereto, the Company
would have been entitled to Incur at least $1.00 of additional Indebtedness
pursuant to Section 6.03(a);

       

      (6)  Refinancing
Indebtedness in respect of Indebtedness Incurred pursuant to Section 6.03(a) or
pursuant to clause (3), (4) or (5) or this clause (6) of this Section
6.03(b);

       

      (7)  Hedging
Obligations directly related to Indebtedness permitted to be Incurred by the
Company and its Restricted Subsidiaries pursuant to this Indenture or entered
into in the ordinary course of business and not for speculative
purposes;

       


      
        
           


        

        
          34

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


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

       

      (9)  Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary
course of business; provided, however, that such
Indebtedness is extinguished within three Business Days of its
Incurrence;

       

      (10)  Indebtedness
consisting of the Subsidiary Guarantee of a Subsidiary Guarantor and any
Guarantee by the Company or a Subsidiary Guarantor of Indebtedness or other
obligations of the Company or any Restricted Subsidiary (other than Indebtedness
Incurred pursuant to clause (5) of this Section 6.03(b)) so long as the
Incurrence of such Indebtedness or other obligations by the Company or such
Restricted Subsidiary is permitted under the terms of this
Indenture;

       

      (11)  (A)
Purchase Money Indebtedness, (B) Capital Lease Obligations and (C) Attributable
Debt, and Refinancing Indebtedness in respect thereof, in an aggregate principal
amount on the date of Incurrence that, when added to all other Indebtedness
Incurred pursuant to this clause (11) and then outstanding, does not exceed 10%
of Consolidated Tangible Assets, as determined based on the consolidated balance
sheet of the Company as of the end of the most recent fiscal quarter ending at
least 45 days prior thereto;

       

      (12)  [Intentionally
omitted];

       

      (13)  Indebtedness
Incurred by a Receivables Entity in a Qualified Receivables
Transaction;

       

      (14)  Preferred
Stock issued by any Restricted Subsidiary formed to operate a single health care
facility; provided that the
amount of such Preferred Stock, when added to the aggregate amount of all other
such Preferred Stock of Restricted Subsidiaries then outstanding, does not
exceed 1% of Consolidated Tangible Assets, as determined based on the
consolidated balance sheet of the Company as of the end of the most recent
fiscal quarter ending at least 45 days prior thereto; and

       

      (15)  Indebtedness
of the Company or of any of its Restricted Subsidiaries in an aggregate
principal amount that, when taken together with all other Indebtedness of the
Company and its Restricted Subsidiaries outstanding on the date of such
Incurrence (other than Indebtedness permitted by clauses (1) through (14)
of

       


      
        
           


        

        
          35

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      this
Section 6.03(b) or by Section 6.03(a)) does not exceed
$125,000,000.

       

      (c)  Notwithstanding
the foregoing, neither the Company nor any Subsidiary Guarantor shall incur any
Indebtedness pursuant to Section 6.03(b) if the proceeds thereof are used,
directly or indirectly, to Refinance any Subordinated Obligations of the Company
or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to
the Securities or the applicable Subsidiary Guarantee to at least the same
extent as such Subordinated Obligations.

       

      (d)  For
purposes of determining compliance with this Section 6.03:

       

      (1)  all
Indebtedness outstanding under the Credit Agreement on the Issue Date shall be
treated as Incurred under clause (b)(1) of this Section 6.03;

       

      (2)  in
the event that an item of Indebtedness (or any portion thereof) meets the
criteria of more than one of the types of Indebtedness described above, the
Company, in its sole discretion, shall classify such item of Indebtedness (or
any portion thereof) at the time of Incurrence and shall only be required to
include the amount and type of such Indebtedness in one of the above clauses
(provided that
any Indebtedness originally classified as Incurred pursuant to any of clauses
(b)(2) through (b)(15) of this Section 6.03 may later be reclassified as having
been Incurred pursuant to paragraph (a) or any other of clauses (b)(2) through
(b)(15) of this Section 6.03 to the extent that such reclassified Indebtedness
could be Incurred pursuant to paragraph (a) or one of clauses (b)(2) through
(b)(15) of this Section 6.03, as the case may be, if it were Incurred at the
time of such reclassification); and

       

      (3)  the
Company shall be entitled to divide and classify an item of Indebtedness in more
than one of the types of Indebtedness described above.

       

      SECTION
6.04.  Limitation on Restricted
Payments.

       

      (a)  The
Company shall not, and shall not permit any Restricted Subsidiary, directly or
indirectly, to make a Restricted Payment if at the time the Company or such
Restricted Subsidiary makes such Restricted Payment:

       

      (1)  a
Default shall have occurred and be continuing (or would result
therefrom);

       

      (2)  the
Company is not entitled to Incur an additional $1.00 of Indebtedness pursuant to
Section 6.03(a); or

       


      
        
           


        

        
          36

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (3)  the
aggregate amount of such Restricted Payment and all other Restricted Payments
since the Issue Date would exceed the sum of (without duplication):

       

      (A)  50%
of the Consolidated Net Income accrued during the period (treated as one
accounting period) from and including July 1, 2006 to the end of the most
recent fiscal quarter ending at least 45 days prior to the date of such
Restricted Payment (or, in case such Consolidated Net Income shall be a deficit,
minus 100% of such deficit); plus

       

      (B)  100%
of the aggregate Net Cash Proceeds received by the Company from the issuance or
sale of its Capital Stock (other than Disqualified Stock) subsequent to the
Issue Date (other than an issuance or sale to a Subsidiary of the Company and
other than an issuance or sale to an employee stock ownership plan or to a trust
established by the Company or any of its Subsidiaries for the benefit of their
employees) and 100% of any cash capital contribution received by the Company
from its shareholders subsequent to the Issue Date; plus

       

      (C)  the
amount by which Indebtedness of the Company is reduced on the Company’s balance
sheet upon the conversion or exchange subsequent to the Issue Date of any
Indebtedness of the Company convertible or exchangeable for Capital Stock (other
than Disqualified Stock) of the Company (less the amount of any cash, or the
fair value of any other property, distributed by the Company upon such
conversion or exchange); provided, however, that the
foregoing amount shall not exceed the Net Cash Proceeds received by the Company
or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net
Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock
ownership plan or to a trust established by the Company or any of its
Subsidiaries for the benefit of their employees); plus

       

      (D)  an
amount equal to the net reduction in the Investments (other than Permitted
Investments) made by the Company or any Restricted Subsidiary in any Person
resulting from repurchases, repayments or redemptions of such Investments by
such Person, proceeds realized on the sale of such Investment and proceeds
representing the return of capital (excluding dividends and distributions), in
each case received by the Company or any Restricted Subsidiary; provided, however, that the
foregoing sum shall not exceed, in the case of any such Person, the amount of
Investments (excluding Permitted Investments) previously made (and treated as a
Restricted Payment) by the Company or any Restricted Subsidiary in such Person;
plus

       


      
        
           


        

        
          37

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (E)  in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary, the portion (proportionate to the Company’s equity interest in such
Subsidiary) of the Fair Market Value of the net assets of such Unrestricted
Subsidiary at the time such Unrestricted Subsidiary is redesignated as a
Restricted Subsidiary, except to the extent that the Investment in such
Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary
pursuant to Section 6.04(b)(10) or to the extent that such Investment
constituted a Permitted Investment; plus

       

      (F)  $50,000,000.

       

      (b)  The
preceding provisions shall not prohibit:

       

      (1)  any
Restricted Payment made out of the Net Cash Proceeds of the substantially
concurrent sale of, or made by exchange for, Capital Stock of the Company (other
than Disqualified Stock and other than Capital Stock issued or sold to a
Subsidiary of the Company or an employee stock ownership plan or to a trust
established by the Company or any of its Subsidiaries for the benefit of their
employees) or a substantially concurrent cash capital contribution received by
the Company from its shareholders; provided, however, that (A)
such Restricted Payment shall be excluded from the calculation of the amount of
Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash
capital contribution (to the extent so used for such Restricted Payment) shall
be excluded in the calculation of amounts under
Section 6.04(a)(3)(B);

       

      (2)  any
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value of Subordinated Obligations of the Company or a Subsidiary Guarantor
made by exchange for, or out of the proceeds of the substantially concurrent
Incurrence of, Indebtedness of such Person that is permitted to be Incurred
pursuant to Section 6.03; provided, however, that such
purchase, repurchase, redemption, defeasance or other acquisition or retirement
for value shall be excluded in the calculation of the amount of Restricted
Payments;

       

      (3)  dividends
paid within 60 days after the date of declaration thereof if at such date of
declaration such dividend would have complied with this Section 6.04; provided, however, that such
dividend shall be included in the calculation of the amount of Restricted
Payments;

       

      (4)  so
long as no Default has occurred and is continuing, the purchase, redemption or
other acquisition of shares of Capital Stock

       


      
        
           


        

        
          38

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      of the
Company or any of its Subsidiaries from employees, former employees, directors
or former directors of the Company or any of its Subsidiaries (or permitted
transferees of such employees, former employees, directors or former directors),
pursuant to the terms of the agreements (including employment agreements) or
plans (or amendments thereto) approved or ratified by the Board of Directors
under which such individuals purchase or sell or are granted the option to
purchase or sell, shares of such Capital Stock; provided, however, that the
aggregate amount of such Restricted Payments (excluding amounts representing
cancellation of Indebtedness) shall not exceed $5,000,000 in any calendar year
(provided that (A) if the Company and its Restricted Subsidiaries make less than
$5,000,000 in the aggregate of such Restricted Payments in any calendar year,
the unused amount for such calendar year may be carried over to the next
succeeding calendar year (but not any other calendar year thereafter) and (B)
the amount payable in any calendar year may be increased by an amount up to the
sum of (i) the amount of cash proceeds from the sale of Capital Stock (other
than Disqualified Stock) of the Company to employees, former employees,
directors or former directors of the Company or any of its Subsidiaries, to the
extent that the cash proceeds from the sale of such Capital Stock have not
otherwise been applied to the payment of Restricted Payments by virtue of
Section 6.04(a)(3)(B), plus (ii) the cash proceeds of key man life insurance
policies received by the Company or its Restricted Subsidiaries after the Issue
Date, less (iii) the amount of repurchases and other acquisitions previously
made with the cash proceeds described in clauses (i) and (ii) above); provided further,
however, that
(x) such repurchases and other acquisitions shall be excluded in the calculation
of the amount of Restricted Payments and (y) cash proceeds referred to in clause
(B)(i) above used to make Restricted Payments under this Section 6.04(b)(4)
shall be excluded from the calculation of amounts under Section
6.04(a)(3)(B);

       

      (5)  (A)
the declaration and payment of dividends on the Convertible Preferred Stock, and
other cash payments at any time to reduce any accretion in the liquidation
preference resulting from previously unpaid dividends on the Convertible
Preferred Stock, in each case in accordance with the terms thereof in effect on
the Issue Date and (B) the declaration and payments of dividends on Disqualified
Stock issued pursuant to Section 6.03; provided, however, in each
case, that at the time of payment of such dividend or other cash payment, no
Default shall have occurred and be continuing (or result therefrom); provided further,
however, that
dividends and cash payments referred to in this clause (5) shall be excluded in
the calculation of the amount of Restricted Payments;

       


      
        
           


        

        
          39

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (6)  repurchases
of Capital Stock deemed to occur upon exercise of stock options if such Capital
Stock represents a portion of the exercise price of such options; provided, however, that such
Restricted Payments shall be excluded in the calculation of the amount of
Restricted Payments;

       

      (7)  cash
payments in lieu of the issuance of fractional shares in connection with the
exercise of warrants, options or other securities convertible into or
exchangeable for Capital Stock of the Company; provided, however, that any
such cash payment shall not be for the purpose of evading the limitation of this
Section 6.04; provided
further, however, that such
payments shall be excluded in the calculation of the amount of Restricted
Payments;

       

      (8)  in
the event of a Change of Control, and if no Default shall have occurred and be
continuing, the payment, purchase, redemption, defeasance or other acquisition
or retirement of Subordinated Obligations of the Company or any Subsidiary
Guarantor, in each case, at a purchase price not greater than 101% of the
principal amount of such Subordinated Obligations, plus any accrued and unpaid
interest thereon; provided, however, that prior
to such payment, purchase, redemption, defeasance or other acquisition or
retirement, the Company (or a third party to the extent permitted by this
Indenture) has made a Change of Control Offer with respect to the Securities as
a result of such Change of Control and has repurchased all Securities validly
tendered and not withdrawn in connection with such Change of Control Offer;
provided
further, however, that such
payments, purchases, redemptions, defeasances or other acquisitions or
retirements shall be excluded in the calculation of the amount of Restricted
Payments;

       

      (9)  payments
of intercompany subordinated Indebtedness, the Incurrence of which was permitted
under Section 6.03(b)(2); provided, however, that no
Default has occurred and is continuing or would otherwise result therefrom;
provided
further, however, that such
payments shall be excluded in the calculation of the amount of Restricted
Payments; or

       

      (10)  Restricted
Payments in an amount that, when taken together with all Restricted Payments
made pursuant to this clause (10), does not exceed $50,000,000; provided, however, that (A) at
the time of each such Restricted Payment, no Default shall have occurred and be
continuing (or result therefrom) and (B) such Restricted Payments shall be
excluded in the calculation of the amount of Restricted Payments.

       


      
        
           


        

        
          40

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      The
amount of any Restricted Payment that is not made in cash shall be determined in
a manner consistent with the determination of the amount of an Investment as set
forth in the final sentence of the first paragraph of the definition of
“Investment”.

       

      SECTION
6.05.  Limitation on Restrictions
on Distributions from Restricted Subsidiaries.  The Company
shall not, and shall not permit any Restricted Subsidiary to, create or
otherwise cause 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 a Restricted Subsidiary or pay any Indebtedness owed to the Company,
(b) make any loans or advances to the Company or (c) transfer any of its
property or assets to the Company, except:

       

      (1)  with
respect to clauses (a), (b) and (c),

       

      (A)  any
encumbrance or restriction pursuant to applicable law, rule, regulation or order
or an agreement in effect at or entered into on the Issue Date;

       

      (B)  any
encumbrance or restriction with respect to a Restricted Subsidiary pursuant to
an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary
on or prior to the date on which such Restricted Subsidiary was acquired by the
Company (other than Indebtedness Incurred as consideration in, or to provide all
or any portion of the funds or credit support utilized to consummate, the
transaction or series of related transactions pursuant to which such Restricted
Subsidiary became a Restricted Subsidiary or was acquired by the Company) and
outstanding on such date;

       

      (C)  any
encumbrance or restriction pursuant to any amendment, modification, restatement,
renewal, increase, supplement, refunding, replacement or refinancing of the
agreement referred to in clauses (A) and (B) above; provided, however, that such
amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing is no more restrictive, as reasonably determined by
the Company, with respect to such encumbrances and other restrictions taken as a
whole than those prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing;

       

      (D)  any
encumbrance or restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all the Capital

       


      
        
           


        

        
          41

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Stock or
assets of such Restricted Subsidiary pending the closing of such sale or
disposition;

       

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

       

      (F)  any
limitation or prohibition on the disposition or distribution of assets or
property in joint venture agreements, asset sale agreements, stock sale
agreements and other similar agreements, which limitation or prohibition is
applicable only to the assets that are the subject of such
agreements;

       

      (G)  any
encumbrance or restriction existing under or by reason of contractual
requirements of a Receivables Entity in connection with a Qualified Receivables
Transaction provided that such
restrictions apply only to such Receivables Entity; and

       

      (2)  with
respect to clause (c) only,

       

      (A)  any
encumbrance or restriction consisting of customary nonassignment provisions in
leases governing leasehold interests to the extent such provisions restrict the
transfer of the lease or the property leased thereunder; and

       

      (B)  any
encumbrance or restriction contained in Capital Lease Obligations, any agreement
governing Purchase Money Indebtedness, security agreements or mortgages securing
Indebtedness of a Restricted Subsidiary to the extent such encumbrance or
restriction restricts the transfer of the property subject to such Capital Lease
Obligations, Purchase Money Indebtedness, security agreements or
mortgages.

       

      SECTION
6.06.  Limitation on Sales of
Assets and Subsidiary Stock.  (a)  The Company shall
not, and shall not permit any Restricted Subsidiary to, directly or indirectly,
consummate any Asset Disposition unless:

       

      (1)  the
Company or such Restricted Subsidiary receives consideration at the time of such
Asset Disposition at least equal to the Fair Market Value (including as to the
value of all non-cash consideration) of the shares and assets subject to such
Asset Disposition;

       

      (2)  at
least 75% of the consideration thereof received by the Company or such
Restricted Subsidiary is in the form of cash or cash equivalents;
and

       


      
        
           


        

        
          42

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (3)  an
amount equal to 100% of the Net Available Cash from such Asset Disposition,
other than any Asset Disposition that constitutes a Syndication or a
resyndication transaction in the ordinary course of business, is applied by the
Company (or such Restricted Subsidiary, as the case may be)

       

      (A)  to
the extent the Company elects (or is required by the terms of any Indebtedness),
to prepay, repay, redeem or purchase Senior Indebtedness of the Company or a
Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a
Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other
than Indebtedness owed to the Company or an Affiliate of the Company) within one
year from the later of the date of such Asset Disposition or the receipt of such
Net Available Cash;

       

      (B)  to
the extent the Company elects (including with respect to the balance of such Net
Available Cash after application (if any) in accordance with clause (A)), to
acquire Additional Assets within one year from the later of the date of such
Asset Disposition or the receipt of such Net Available Cash; and

       

      (C)  to
the extent of the balance of such Net Available Cash after application (if any)
in accordance with clauses (A) and (B), to make an offer to the Holders of the
Securities (and to holders of other Senior Indebtedness of the Company
designated by the Company) to purchase Securities (and such other Senior
Indebtedness of the Company) pursuant to and subject to the conditions contained
in this Indenture;

       

      provided, however, that in
connection with any prepayment, repayment or purchase of Indebtedness made to
satisfy clause (A) or (C) above, the Company or such Restricted Subsidiary shall
permanently retire such Indebtedness and shall cause the related loan commitment
(if any) to be permanently reduced in an amount equal to the principal amount so
prepaid, repaid or purchased.

       

      Notwithstanding
the foregoing provisions of this Section 6.06, the Company and the
Restricted Subsidiaries shall not be required to apply any Net Available Cash in
accordance with this Section 6.06 except to the extent that the aggregate Net
Available Cash from all Asset Dispositions which is not applied in accordance
with this Section 6.06 exceeds $50,000,000.  Pending application of
Net Available Cash pursuant to this Section 6.06, such Net Available Cash shall
be invested in Temporary Cash Investments or applied to temporarily reduce
revolving credit indebtedness.

       


      
        
           


        

        
          43

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      For the
purposes of this Section 6.06, the following are deemed to be cash or cash
equivalents:

       

      (1)  the
assumption or discharge of any liabilities (as shown on the Company’s or such
Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto)
of the Company or such Restricted Subsidiary (other than liabilities that are by
their terms subordinated to the Securities) that are assumed by the transferee
of such assets and for which the Company and all of the Restricted Subsidiaries
have been released by all creditors in writing;

       

      (2)  securities
received by the Company or any Restricted Subsidiary from the transferee that
are converted by the Company or such Restricted Subsidiary within 180 days into
cash, to the extent of cash received in that conversion;

       

      (3)  all
Temporary Cash Investments; and

       

      (4)  any
Designated Noncash Consideration having an aggregate Fair Market Value that,
when taken together with all other Designated Noncash Consideration previously
received and then outstanding, does not exceed at the time of the receipt of
such Designated Noncash Consideration (with the Fair Market Value of each item
of Designated Noncash Consideration being measured at the time received and
without giving effect to subsequent changes in value) $30,000,000.

       

      (b)  In
the event of an Asset Disposition that requires the purchase of Securities (and
other Senior Indebtedness of the Company) pursuant to Section 6.06(a)(3)(C), the
Company shall purchase Securities tendered pursuant to an offer by the Company
for the Securities (and such other Senior Indebtedness) (the “Offer”) at a
purchase price of 100% of their principal amount (or, in the event such other
Senior Indebtedness of the Company was issued with significant original issue
discount, 100% of the accreted value thereof) without premium, plus accrued but
unpaid interest (or, in respect of such other Senior Indebtedness of the
Company, such lesser price, if any, as may be provided for by the terms of such
Senior Indebtedness) in accordance with the procedures (including prorating in
the event of oversubscription) set forth in this Indenture.  If the
aggregate purchase price of the securities tendered pursuant to the Offer
exceeds the Net Available Cash allotted to their purchase, the Company shall
select the securities to be purchased on a pro rata basis but in
round denominations, which in the case of the Securities will be denominations
of $2,000 principal amount or any greater integral multiple of
$1,000.  The Company shall not be required to make such an Offer to
purchase Securities (and other Senior Indebtedness of the Company) pursuant to
this Section 6.06 if the Net Available Cash available therefor is less than
$20,000,000 (which

       


      
        
           


        

        
          44

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      lesser
amount shall be carried forward for purposes of determining whether such an
offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition).  Upon completion of such an Offer, Net Available
Cash shall be deemed to be reduced by the aggregate amount of such
Offer.

       

      (c)  (i)  Promptly,
and in any event within 10 days after the Company becomes obligated to make
an Offer, the Company shall deliver to the Trustee and send, by first-class mail
to each Holder, a written notice stating that the Holder may elect to have his
Securities purchased by the Company either in whole or in part (subject to
prorating as described in Section 6.06(b) in the event the Offer is
oversubscribed) in amounts of $2,000 and any greater integral multiple of $1,000
of principal amount at the applicable purchase price.  The notice
shall specify a purchase date not less than 30 days nor more than 60 days after
the date of such notice (the “Purchase Date”).

       

      (ii)  Not
later than the date upon which written notice of an Offer is delivered to the
Trustee as provided below, the Company shall deliver to the Trustee an Officers’
Certificate as to (A) the amount of the Offer (the “Offer Amount”), including
information as to any other Senior Indebtedness included in the Offer for
repurchase, (B) the allocation of the Net Available Cash from the Asset
Dispositions pursuant to which such Offer is being made and (C) the compliance
of such allocation with the provisions of Section 6.06(a).  By 11:00
a.m. New York City time on the Purchase Date, the Company shall irrevocably
deposit with the Trustee or with a Paying Agent (or, if the Company or a Wholly
Owned Subsidiary is acting as Paying Agent, segregate and hold in trust) an
amount equal to the Offer Amount to be held for payment in accordance with the
provisions of this Section 6.06.  Upon the expiration of the period
for which the Offer remains open (the “Offer Period”), the Company shall deliver
to the Trustee for cancellation the Securities or portions thereof which have
been properly tendered to and are to be accepted by the Company.  The
Trustee (or the Paying Agent, if not the Trustee) shall, on the Purchase Date,
mail or deliver payment (or cause the delivery of payment) to each tendering
Holder in the amount of the purchase price.  In the event that the
aggregate purchase price of the Securities delivered by the Company to the
Trustee is less than the Offer Amount applicable to the Securities, the Trustee
shall deliver the excess to the Company immediately after the expiration of the
Offer Period for application in accordance with this Section 6.06.

       

      (iii)  Holders
electing to have a Security purchased shall be required to surrender the
Security, with an appropriate form duly completed, to the Company at the address
specified in the notice at

       


      
        
           


        

        
          45

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      least
three Business Days prior to the Purchase Date.  A Holder shall be
entitled to withdraw its election if the Trustee or the Company receives, not
later than one Business Day prior to the Purchase Date, a telex, facsimile
transmission or letter setting forth the name of such Holder, the principal
amount of the Security that was delivered for purchase by such Holder and a
statement that such Holder is withdrawing its election to have such Security
purchased.  Holders whose Securities are purchased only in part shall
be issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered.

       

      (iv)  At
the time the Company delivers Securities to the Trustee which are to be accepted
for purchase, the Company shall also deliver an Officers’ Certificate stating
that such Securities are to be accepted by the Company pursuant to and in
accordance with the terms of this Section 6.06.  A Security shall be
deemed to have been accepted for purchase at the time the Trustee, directly or
through an agent, mails or delivers payment therefor to the surrendering
Holder.

       

      (d)  The
Company shall comply, to the extent applicable, with the requirements of Section
14(e) of the Exchange Act and any other securities laws or regulations in
connection with the repurchase of Securities pursuant to this Section
6.06.  To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 6.06, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 6.06 by virtue of its
compliance with such securities laws or regulations.

       

      SECTION
6.07.  Limitation on Transactions
with Affiliates.  (a)  The Company shall not, and
shall not permit any Restricted Subsidiary to, enter into or permit to exist any
transaction (including the purchase, sale, lease or exchange of any property,
employee compensation arrangements or the rendering of any service) with, or for
the benefit of, any Affiliate of the Company (an “Affiliate Transaction”)
unless:

       

      (1)  the
terms of the Affiliate Transaction are no less favorable to the Company or such
Restricted Subsidiary than those that could be obtained at the time of the
Affiliate Transaction in arm’s-length dealings with a Person who is not an
Affiliate;

       

      (2)  if
such Affiliate Transaction involves an amount in excess of $10,000,000, the
terms of the Affiliate Transaction are set forth in writing and a majority of
the non-employee directors of the Company disinterested with respect to such
Affiliate Transaction have determined in good faith that the criteria set forth
in clause (1)

       


      
        
           


        

        
          46

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      are
satisfied and have approved the relevant Affiliate Transaction as evidenced by a
resolution of the Board of Directors; and

       

      (3)  if
such Affiliate Transaction involves an amount in excess of $50,000,000, the
Board of Directors shall also have received a written opinion from an
Independent Qualified Party to the effect that such Affiliate Transaction is
fair, from a financial standpoint, to the Company and its Restricted
Subsidiaries or is not less favorable to the Company and its Restricted
Subsidiaries than could reasonably be expected to be obtained at the time in an
arm’s-length transaction with a Person who was not an Affiliate.

       

      (b)  The
provisions of Section 6.07(a) shall not prohibit:

       

      (1)  any
Investment (other than a Permitted Investment) or other Restricted Payment, in
each case permitted to be made pursuant to Section 6.04;

       

      (2)  any
employment or consulting agreement, employee benefit plan, officer or director
indemnification agreement or any similar arrangement entered into by the Company
or any of its Restricted Subsidiaries in the ordinary course of business or
approved by the Board of Directors, and payments pursuant thereto;

       

      (3)  loans
or advances to employees in the ordinary course of business of the Company or
its Restricted Subsidiaries, but in any event not to exceed $10,000,000 in the
aggregate outstanding at any one time;

       

      (4)  the
payment of reasonable fees or other reasonable compensation to, or the provision
of customary benefits or indemnification arrangements to, directors of the
Company and its Restricted Subsidiaries;

       

      (5)  any
transaction with the Company, a Restricted Subsidiary or any Person that would
constitute an Affiliate Transaction solely because the Company or a Restricted
Subsidiary owns an equity interest in or otherwise controls such Restricted
Subsidiary or Person;

       

      (6)  the
issuance or sale of any Capital Stock (other than Disqualified Stock) of the
Company;

       

      (7)  any
agreement as in effect on the Issue Date and described in the Prospectus
Supplement (or described in a document incorporated by reference in the
Prospectus Supplement) or any renewals or extensions of any such agreement (so
long as such

       


      
        
           


        

        
          47

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      renewals
or extensions are not less favorable in any material respect to the Company or
the Restricted Subsidiaries) and the transactions evidenced
thereby;

       

      (8)  the
provision of services to directors or officers of the Company or any of its
Restricted Subsidiaries of the nature provided by the Company or any of its
Restricted Subsidiaries to customers in the ordinary course of business;
and

       

      (9)  transactions
effected as a part of a Qualified Receivables Transaction.

       

      SECTION
6.08.  Change of
Control.  (a)  Upon the occurrence of a Change of
Control, each Holder shall have the right to require that the Company purchase
all or any part of such Holder’s Securities at a purchase price in cash equal to
101% of the principal amount thereof on the date of purchase plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date), in accordance with Section
6.08(b).

       

      (b)  Within
30 days following any Change of Control, the Company shall mail a notice to
each Holder with a copy to the Trustee (the “Change of Control Offer”)
stating:

       

      (i)  that
a Change of Control has occurred and that such Holder has the right to require
the Company to purchase such Holder’s Securities at a purchase price in cash
equal to 101% of the principal amount thereof on the date of purchase, plus
accrued and unpaid interest, if any, to the date of purchase (subject to the
right of Holders of record on the relevant record date to receive interest on
the relevant interest payment date);

       

      (ii)  the
circumstances and relevant facts and financial information regarding such Change
of Control;

       

      (iii)  the
purchase date (which shall be no earlier than 30 days nor later than
60 days from the date such notice is mailed); and

       

      (iv)  the
instructions, as determined by the Company, consistent with this Section 6.08,
that a Holder must follow in order to have its Securities
purchased.

       

      (c)  The
Company shall not be required to make a Change of Control Offer following 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

       


      
        
           


        

        
          48

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Change of
Control Offer made by the Company and purchases all Securities validly tendered
and not withdrawn under such Change of Control Offer.

       

      (d)  The
Company shall comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or
regulations in connection with the repurchase of Securities pursuant to this
Section 6.08.  To the extent that the provisions of any securities
laws or regulations conflict with the provisions of this Section 6.08, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 6.08 by
virtue thereof.

       

      (e)  Holders
electing to have a Security purchased will be required to surrender the
Security, with an appropriate form duly completed, to the Company at the address
specified in the notice at least three Business Days prior to the purchase
date.  Holders will be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the
purchase date, a telegram, telex, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of the Security which was delivered
for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased.

       

      (f)  On
the purchase date, all Securities purchased by the Company under this Section
6.08 shall be delivered by the Company to the Trustee for cancellation, and the
Company shall pay the purchase price plus accrued and unpaid interest, if any,
to the Holders entitled thereto.

       

      SECTION
6.09.  Limitation on
Liens.  The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any
Lien (the “Initial Lien”) of any nature whatsoever on any of its properties
(including Capital Stock of a Restricted Subsidiary), whether owned at the Issue
Date or thereafter acquired, securing any Indebtedness, other than Permitted
Liens, without effectively providing that the Securities shall be secured
equally and ratably with (or prior to) the obligations so secured for so long as
such obligations are so secured.

       

      Any Lien
created for the benefit of the Holders of the Securities pursuant to the
preceding sentence shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release and
discharge of the Initial Lien.

       

      SECTION
6.10.  Limitation on Sale/Leaseback
Transactions.  The Company shall not, and shall not permit any
Restricted

       


      
        
           


        

        
          49

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Subsidiary
to, enter into any Sale/Leaseback Transaction with respect to any property
unless:

       

      (1)  the
Company or such Restricted Subsidiary would be entitled to (A) Incur
Indebtedness in an amount equal to the Attributable Debt with respect to such
Sale/Leaseback Transaction pursuant to Section 6.03 and (B) create a Lien on
such property securing such Attributable Debt without equally and ratably
securing the Securities pursuant to Section 6.09;

       

      (2)  the
gross proceeds received by the Company or any Restricted Subsidiary in
connection with such Sale/Leaseback Transaction are at least equal to the Fair
Market Value of such property; and

       

      (3)  the
Company applies the proceeds of such transaction in compliance with Section
6.06.

       

      SECTION
6.11.  Future
Guarantors.  (a) The Company shall cause each Restricted
Subsidiary that (i) Guarantees any Indebtedness of the Company or any Subsidiary
Guarantor (other than Indebtedness permitted to be Incurred pursuant to clause
(2), (8) or (9) of Section 6.03(b)) or (ii) Incurs any Indebtedness other than
Eligible Indebtedness, to, at the same time, execute and deliver to the Trustee
a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee
payment of the Securities on the same terms and conditions as those set forth in
Article V of the Supplemental Indenture.”

       

      (b) Sections
6.04 and 6.06 of the Base Indenture are hereby deleted in their entirety, but
only with respect to the Securities.

       

      (c) Sections
6.02, 6.03, 6.05 and 6.07 of the Base Indenture are hereby amended, but only
with respect to the Securities, by renumbering such Sections 6.12, 6.13, 6.14,
and 6.15, respectively.

       

      
SECTION
4.06. Amendments of Article VII of Base
Indenture.  (a)  Section 7.01(b) of the Base
Indenture is hereby amended and restated, but only with respect to the
Securities, to read in its entirety as follows:

       

      “(b)  the
Company (A) defaults in the payment of principal of any Security when the same
becomes due and payable at its Stated Maturity, upon optional redemption, upon
declaration of acceleration or otherwise or (B) fails to purchase Securities
when required pursuant to this Indenture or the Securities;”

       

      (b) Section
7.01(c) the Base Indenture is hereby amended and restated, but only with respect
to the Securities, to read in its entirety as follows:

       


      
        
           


        

        
          50

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      “(c)  the
Company fails to comply with Section 5.01;”.

       

      (c) Sections
7.01(d), (e) and (f) of the Base Indenture are hereby amended and restated, but
only with respect to the Securities, to read in their entirety as
follows:

       

      “(d)  the
Company or any Subsidiary Guarantor fails to comply with any of its agreements
contained in the Securities or this Indenture (other than those referred to in
(a), (b) or (c) above) and such failure continues for 60 days after the notice
from the Trustee or the Holders specified below;

       

      (e) the
Company, any Subsidiary Guarantor or any Significant Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

       

      (A)
commences a voluntary case;

       

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

       

      (C)
consents to the appointment of a Custodian of it or for any substantial part of
its property; or

       

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

       

      or takes
any comparable action under any foreign laws relating to
insolvency;

       

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

       

      (A) is
for relief against the Company, any Subsidiary Guarantor or any Significant
Subsidiary in an involuntary case;

       

      (B)
appoints a Custodian of the Company, any Subsidiary Guarantor or any Significant
Subsidiary or for any substantial part of its property; or

       

      (C)
orders the winding up or liquidation of the Company, any Subsidiary Guarantor or
any Significant Subsidiary;

       

      or any
similar relief is granted under any foreign laws and the order or decree remains
unstayed and in effect for 60 days;”

       


      
        
           


        

        
          51

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Section
7.01 of the Base Indenture is hereby amended, but only with respect to the
Securities, by the addition of the following new Sections 7.01(g), (h) and (i)
as follows:

       

      “(g)
Indebtedness of the Company, any Subsidiary Guarantor or any Significant
Subsidiary is not paid within any applicable grace period after final maturity
or is accelerated by the holders thereof because of a default and the total
amount of such Indebtedness unpaid or accelerated exceeds $50,000,000 or its
foreign currency equivalent at the time;

       

      (h) any
judgment or decree for the payment of money in excess of $50,000,000 (or its
foreign currency equivalent at the time) is entered against the Company, any
Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a
period of 60 consecutive days following the entry of such judgment or decree and
is not discharged, waived or effectively stayed;

       

      (i) any
Subsidiary Guarantee ceases to be in full force and effect (other than in
accordance with the terms of such Subsidiary Guarantee) or any Subsidiary
Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee;
or”.

       

      (d) Section
7.01(g) of the Base Indenture is hereby amended, but only with respect to the
Securities, by renumbering such section 7.01(j) and by replacing the semi-colon
at the end of such section with a period.

       

      (e) The
paragraph immediately following Section 7.01(g) of the Base Indenture and
the last paragraph of Section 7.01 of the Base Indenture are hereby
deleted, but only with respect to the Securities, and replaced with the
following:

       

      “The
foregoing shall constitute Events of Default whatever the reason for any such
Event of Default and whether such Event of Default is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

       

      However,
a default under Section (d) of this Section 7.01 will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the
outstanding Notes notify the Company of the default and the Company does not
cure such default within the time specified after receipt of such
notice.

       

      The term
“Bankruptcy
Law” means Title 11, United States Code, or any similar Federal or state
law for the relief of debtors.  The term “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

       


      
        
           


        

        
          52

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      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 of
Default under clause (g) or (i) and any event which with the giving of notice or
the lapse of time or both would become an Event of Default under clause (d) or
(h), its status and what action the Company is taking or proposes to take with
respect thereto.”

       

      (f) Section
7.02 of the Base Indenture is hereby amended, but only with respect to the
Securities, by adding the following sentences to end of the
Section:

       

      “The
Holders of a majority in principal amount of the Securities by notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

       

      In the
case of any Event of Default occurring by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Securities pursuant to the optional
redemption provisions hereof, an equivalent premium shall also become and be
immediately due and payable to the extent permitted by law upon the acceleration
of the Securities.”

       

      (g) Section
7.07 the Base Indenture is hereby amended and restated, but only with respect to
the Securities, to read in its entirety as follows:

       

      “SECTION
7.07.  Limitation on Suits.
Except to enforce the right to receive payment of principal, premium (if any) or
interest when due, no Holder may pursue any remedy with respect to this
Indenture or the Securities unless:

       


      
        
           


        

        
          53

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (a) the
Holder gives to the Trustee written notice stating that an Event of Default is
continuing;

       

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

       

      (c) such
Holder or Holders offer to the Trustee reasonable security or indemnity against
any loss, liability or expense;

       

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

       

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

       

      A Holder
may not use this Indenture to prejudice the rights of another Holder or to
obtain a preference or priority over another Holder. In the event that the
definitive Securities are not issued to any beneficial owner promptly after the
Registrar has received a request from the Holder of a Global Security to issue
such definitive Securities to such beneficial owner or its nominee, the Company
expressly agrees and acknowledges, with respect to the right of any Holder to
pursue a remedy pursuant to this Indenture, the right of such beneficial holder
of Securities to pursue such remedy with respect to the portion of the Global
Security that represents such beneficial holder’s Securities as if such
definitive Securities had been issued.

       

      
SECTION
4.07. Amendment of Article XI of
Base Indenture.

       

      Section
11.03 of the Base Indenture is hereby amended, but only with respect to the
Securities, by deleting the words “Responsible Officer or” and replacing such
deleted words with “committee of”.

       

      
SECTION
4.08. Amendment of Article XII of
Base Indenture.

       

      Article XII
of the Base Indenture is hereby amended and restated, but only with respect to
the Securities, to read in its entirety as follows:

       

       

      “ARTICLE
XII

       

       

      


       

       

      Discharge of Indenture;
Defeasance

       

      SECTION
12.01.  Discharge of Liability on
Securities; Defeasance.

       


      
        
           


        

        
          54

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (a)  When
(1) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced pursuant to Section 3.07) for cancellation or
(2) all outstanding Securities have become due and payable, whether at
maturity or on a redemption date as a result of the mailing of a notice of
redemption pursuant to Article IV hereof and the Company irrevocably
deposits with the Trustee funds in an amount sufficient, or U.S. Government
Obligations the principal of and interest on which will be sufficient, or a
combination thereof sufficient, to pay at maturity or upon redemption all
outstanding Securities, including interest thereon to maturity or such
redemption date (other than Securities replaced pursuant to Section 3.07),
and if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 12.01(c), cease to be of
further effect.  The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent set forth herein relating to the satisfaction and discharge of this
Indenture have been satisfied, and at the cost and expense of the
Company.

       

      (b)  Subject
to Sections 12.01(c) and 12.02, the Company at any time may terminate
(1) all its obligations under the Securities and this Indenture (“legal
defeasance option”) or (2) its obligations under Sections 6.02, 6.03,
6.04, 6.05, 6.06, 6.07, 6.08, 6.09, 6.10 and 6.11 and the operation of
Sections 7.01(e), 7.01(f), 7.01(g) and 7.01(h) (but, in the case of
Sections 7.01(e) and (f), with respect to Subsidiary Guarantors and Significant
Subsidiaries only) and the limitations contained in Section 5.01(a)(3)
(“covenant defeasance option”).  The Company may exercise its legal
defeasance option notwithstanding its prior exercise of its covenant defeasance
option.

       

      If the
Company exercises its legal defeasance option, payment of the Securities may not
be accelerated because of an Event of Default with respect
thereto.  If the Company exercises its covenant defeasance option,
payment of the Securities may not be accelerated because of an Event of Default
specified in Sections 7.01(e), 7.01(f), 7.01(g) or 7.01(h) (but, in the
case of Sections 7.01(e) and (f), with respect to Subsidiary Guarantors and
Significant Subsidiaries only) or because of the failure of the Company to
comply with Section 5.01(a)(3).  If the Company exercises its legal
defeasance option or its covenant defeasance option, each Subsidiary Guarantor,
if any, shall be released from all of its obligations with respect to its
Subsidiary Guarantee.

       

      Upon
satisfaction of the conditions set forth herein and upon request of the Company,
the Trustee shall acknowledge in writing the discharge of those obligations that
the Company terminates.

       


      
        
           


        

        
          55

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (c)  Notwithstanding
clauses (a) and (b) above, the Company’s obligations in Sections 3.04,
3.06, 3.07 and 6.12 and in this Article XII shall survive until the
Securities have been paid in full.  Thereafter, the Company’s
obligations in Sections 11.01, 12.04 and 12.05 shall survive.

       

      SECTION
12.02.  Conditions to
Defeasance.  The Company may exercise its legal defeasance
option or its covenant defeasance option only if:

       

      (1)  the
Company irrevocably deposits in trust with the Trustee money or U.S.
Government Obligations, or a combination thereof, for the payment of the
principal of and interest on the Securities to redemption or maturity, as the
case may be;

       

      (2)  the
Company delivers to the Trustee a certificate from a nationally recognized firm
of independent accountants expressing their opinion that the payments of
principal and interest when due and without reinvestment on the
deposited U.S. Government Obligations plus any deposited money without
investment will provide cash at such times and in such amounts as will be
sufficient to pay principal of and interest when due on all the Securities to
maturity or redemption, as the case may be;

       

      (3)  123 days
pass after the deposit is made and during the 123 day period no Default
specified in Section 7.01(e) or (f) with respect to the Company occurs
which is continuing at the end of the period;

       

      (4)  the
deposit does not constitute a default under any other agreement binding on the
Company;

       

      (5)  the
Company delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of
1940;

       

      (6)  in
the case of the legal defeasance option, the Company shall have delivered to the
Trustee an Opinion of Counsel stating that (A) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling, or
(B) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such Opinion of Counsel shall confirm that, the Holders will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at

       


      
        
           


        

        
          56

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      the same
times as would have been the case if such deposit and defeasance had not
occurred;

       

      (7)  in
the case of the covenant defeasance option, the Company shall have delivered to
the Trustee an Opinion of Counsel to the effect that the Holders 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; and

       

      (8)  the
Company delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and
discharge of the Securities as contemplated by this Article XII have been
complied with.

       

      Before or
after a deposit, the Company may make arrangements satisfactory to the Trustee
for the redemption of Securities at a future date in accordance with Article
IV.

       

      SECTION
12.03.  Application of Trust
Money.  The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to this
Article XII.  It shall apply the deposited money and the money
from U.S. Government Obligations through the Paying Agent and in accordance
with this Indenture to the payment of principal of and interest on the
Securities.

       

      SECTION
12.04.  Repayment to
Company.  The Trustee and the Paying Agent shall promptly turn
over to the Company upon request any excess money or securities held by them at
any time.

       

      Subject
to any applicable abandoned property law, the Trustee and the Paying Agent shall
pay to the Company upon request any money held by them for the payment of
principal or interest that remains unclaimed for two years, and, thereafter,
Holders entitled to the money must look to the Company for payment as general
creditors.

       

      SECTION
12.05.  Indemnity for Government
Obligations.  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
deposited U.S. Government Obligations or the principal and interest
received on such U.S. Government Obligations.

       

      SECTION
12.06.  Reinstatement.  If
the Trustee or Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article XII by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority

       


      
        
           


        

        
          57

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      enjoining,
restraining or otherwise prohibiting such application, the Company’s and each
Subsidiary Guarantor’s obligations under this Indenture, each Subsidiary
Guarantee and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article XII until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article XII; provided, however, that, if the
Company has made any payment of principal of or interest on any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying
Agent.”

       

      
SECTION
4.09. Amendment
of Article XIII of Base Indenture.

       

      Section 13.01
of the Base Indenture is hereby amended and restated, but only with respect to
the Securities, to read in its entirety as follows:

       

      25. “SECTION
13.01.  No
Personal Liability.  No director, officer, employee,
incorporator or stockholder of the Company or any Subsidiary Guarantor shall
have any liability for any obligations of the Company or any Subsidiary
Guarantor under the Securities, any Subsidiary Guarantee or this Indenture or
for any claim based on, in respect of, or by reason of such obligations or their
creation.  By accepting a Security, each Holder shall waive and
release all such liability.  The waiver and release shall be part of
the consideration for the issue of the Securities.”

       

      
SECTION
4.10. Amendment
of Article XIV of Base Indenture.  (a)  Sections
14.01 and 14.02 of the Base Indenture are hereby amended and restated, but only
with respect to the Securities, to read in their entirety as
follows:

       

      26. “SECTION
14.01.  Without Consent of
Holders.  The Company, the Subsidiary Guarantors and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Holder:

       

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

       

      (2)  to
comply with Article V;

       

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

       

      (4)  to
add Guarantees with respect to the Securities, including any Subsidiary
Guaranties, or to secure the Securities;

       


      
        
           


        

        
          58

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (5)  to
add to the covenants of the Company or a Subsidiary Guarantor for the benefit of
the Holders or to surrender any right or power herein conferred upon the Company
or a Subsidiary Guarantor;

       

      (6)  to
make any change that does not adversely affect the rights of any
Holder;

       

      (7)  to
conform the text of this Indenture or the Securities to any provision of the
“Description of notes” section of the Prospectus Supplement to the extent that
such provision of the “Description of notes” section of the Prospectus
Supplement was intended to be a verbatim recitation of a provision of this
Indenture or the Securities;

       

      (8)  to
comply with any requirement of the SEC in connection with qualifying, or
maintaining the qualification of, this Indenture under the TIA; or

       

      (9)  to
make any amendment to the provisions of this Indenture relating to the transfer
and legending of Securities; provided, however, that (A)
compliance with this Indenture as so amended would not result in Securities
being transferred in violation of the Securities Act or any other applicable
securities law and (B) such amendment does not materially and adversely affect
the rights of Holders to transfer Securities.

       

      After an
amendment under this Section 14.01 becomes effective, the Company shall
mail to Holders a notice briefly describing such amendment.  The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section
14.01.

       

      SECTION
14.02.  With
Consent of Holders.  (a)  The Company, the Subsidiary
Guarantors and the Trustee may amend this Indenture, but only with respect to
the Securities, or the Securities with the written consent of the Holders of at
least a majority in principal amount of the Securities then outstanding
(including consents obtained in connection with a purchase of, or tender offer
or exchange for, the Securities) and any past Default or compliance with any
provisions may also be waived with the consent of the Holders of at least a
majority in principal amount of the Securities then
outstanding.  Notwithstanding the foregoing, without the consent of
each Holder affected thereby, an amendment or waiver may not:

       

      (1)  reduce
the amount of Securities whose Holders must consent to an
amendment;

       

      (2)  reduce
the rate of or extend the time for payment of interest on any
Security;

       


      
        
           


        

        
          59

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      (3)  reduce
the principal of or change the Stated Maturity of any Security;

       

      (4)  (i)
reduce the amount payable upon the redemption of any Security or (ii) change the
time at which any Security may be redeemed, in each case in accordance with
Article IV;

       

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

       

      (6)  impair
the right of any Holder of the Securities to receive payment of principal of and
interest on such Holder’s Securities on or after the due dates therefor or to
institute suit for the enforcement of any payment on or with respect to such
Holder’s Securities;

       

      (7)  make
any change in the amendment provisions that require each Holder’s consent or in
the waiver provisions;

       

      (8)  make
any change in the ranking or priority of any Security that would adversely
affect the Securityholders; or

       

      (9)  make
any change in, or release other than in accordance with this Indenture, any
Subsidiary Guarantee that would adversely affect the
Securityholders.

       

      (b)  It
shall not be necessary for the consent of the Holders under this
Section 14.02 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent approves the substance
thereof.

       

      After an
amendment under this Section 14.02 becomes effective, the Company shall
mail to Holders a notice briefly describing such amendment.  The
failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this
Section 14.02.”

       

      (b) Article
XIV of the Base Indenture is hereby amended, but only with respect to the
Securities, by the addition of the following new Sections 14.07 and
14.08:

       

      “SECTION
14.07.  Revocation and Effect of
Consents and Waivers.  A consent to an amendment or a waiver by
a Holder of a Security shall bind the Holder and every subsequent Holder of that
Security or portion of the Security that evidences the same debt as the
consenting Holder’s Security, even if notation of the consent or waiver is not
made on the Security. However, any such Holder or subsequent Holder may revoke
the consent or waiver as to such Holder’s Security or portion of the
Security

       


      
        
           


        

        
          60

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      if the
Trustee receives the notice of revocation before the date on which the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Holder. An amendment or waiver becomes effective upon execution
of such amendment or waiver by the Trustee.

       

      The
Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to give their consent or take any other action
described above or required or permitted to be taken pursuant to this
Indenture.  If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record
date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date.  No such consent shall be valid or effective for
more than 120 days after such record date.

       

      SECTION
14.08.  Payment for
Consent.  Neither the Company nor any Affiliate of the Company
shall, directly or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to 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 Securities unless such consideration is offered to all
Holders and is paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.”

       

      
SECTION
4.11. Amendment
of Base Indenture.  The Base Indenture is hereby amended,
but only with respect to the Securities, (a) by replacing cross-references to
Sections and Articles therein to reflect the re-numbering of such Sections and
Articles as amended herein and (b) so that any definitions, and any definitions
included exclusively within such definitions, in the Base Indenture shall be
deemed deleted or amended when all references in the Base Indenture to such
definitions would be eliminated or amended as a result of the amendments
effected by this Supplemental Indenture.

       

      ARTICLE V

       

      


       

      Subsidiary Guarantees

       

      
SECTION
5.01. Guarantees.  (a)  Each Subsidiary
Guarantor hereby unconditionally and irrevocably guarantees, jointly and
severally, to each Holder and to the Trustee and its successors and assigns (i)
the full and punctual payment of principal of and interest on the Securities
when due, whether at maturity, by acceleration, by redemption or otherwise, and
all other monetary obligations of the Company under the Indenture and the
Securities and (ii) the full and punctual performance within applicable grace
periods of all other obligations of the Company under the Indenture and the
Securities (all the foregoing being hereinafter collectively called the “Guaranteed
Obligations”).  Each Subsidiary

       


      
        
           


        

        
          61

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Guarantor further agrees that the Guaranteed Obligations may be
extended or renewed, in whole or in part, without notice or further assent from
such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound
under this Article V notwithstanding any extension or renewal of any
Obligation.

       

      (b) Each
Subsidiary Guarantor waives presentation to, demand of, payment from and protest
to the Company of any of the Guaranteed Obligations and also waives notice of
protest for nonpayment.  Each Subsidiary Guarantor waives notice of
any default under the Securities or the Guaranteed Obligations.  The
obligations of each Subsidiary Guarantor hereunder shall not be affected by (1)
the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person (including
any Subsidiary Guarantor) under the Indenture, the Securities or any other
agreement or otherwise; (2) any extension or renewal of any thereof; (3) any
rescission, waiver, amendment or modification of any of the terms or provisions
of the Indenture, the Securities or any other agreement; (4) the release of any
security held by any Holder or the Trustee for the Guaranteed Obligations or any
of them; (5) the failure of any Holder or the Trustee to exercise any right or
remedy against any other guarantor of the Guaranteed Obligations; or (6) except
as set forth in Section 5.06, any change in the ownership of such Subsidiary
Guarantor.

       

      Each
Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Guaranteed Obligations.

       

      (c) Except as
expressly set forth in Sections 5.02, 5.05, 5.06 and 12.01(b), the obligations
of each Subsidiary Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense of setoff, counterclaim, recoupment or termination whatsoever or
by reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise.  Without limiting the generality of the
foregoing, the obligations of each Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under the
Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of such Subsidiary Guarantor or would otherwise operate as
a discharge of such Subsidiary Guarantor as a matter of law or
equity.

       

      (d) Each
Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any Obligation is
rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.

       


      
        
           


        

        
          62

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of or interest on any Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Obligation, each Subsidiary Guarantor hereby
promises to and shall, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal
to the sum of (A) the unpaid amount of such Guaranteed Obligations, (B) accrued
and unpaid interest on such Guaranteed Obligations (but only to the extent not
prohibited by law) and (C) all other monetary Guaranteed Obligations of the
Company to the Holders and the Trustee.

       

      (e) Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of
subrogation in respect of any Obligations guaranteed hereby until payment in
full of all Obligations.  Each Subsidiary Guarantor further agrees
that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, (A) the maturity of the Guaranteed Obligations guaranteed
hereby may be accelerated as provided in Article VII of the Indenture for
the purposes of any Subsidiary Guarantee herein, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby, and (B) in the event of any
declaration of acceleration of such Guaranteed Obligations as provided in
Article VII of the Indenture, such Guaranteed Obligations (whether or not
due and payable) shall forthwith become due and payable by such Subsidiary
Guarantor for the purposes of this Section 5.01.

       

      (f) Each
Subsidiary Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys’ fees and expenses) incurred by the Trustee or
any Holder in enforcing any rights under this Section 5.01.

       

      
SECTION
5.02. Limitation on Liability.  Any term or
provision of the Indenture to the contrary notwithstanding, the maximum
aggregate amount of the Guaranteed Obligations guaranteed hereunder by any
Subsidiary Guarantor shall not exceed the maximum amount that can be hereby
guaranteed without rendering the Indenture, as it relates to such Subsidiary
Guarantor, voidable under applicable law relating to fraudulent conveyance or
fraudulent transfer or similar laws affecting the rights of creditors
generally.

       

      
SECTION
5.03. Successors and Assigns.  This
Article V shall be binding upon each Subsidiary Guarantor and its
successors and assigns and shall inure to the benefit of the successors and
assigns of the Trustee and the Holders and, in the event of any transfer or
assignment of rights by any Holder or the Trustee, the rights and privileges
conferred upon that party in the Indenture and in the Securities shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of the Indenture.

       

      
SECTION
5.04. No
Waiver.  Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this

       


      
        
           


        

        
          63

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      Article V shall operate as a waiver thereof, nor shall a single
or partial exercise thereof preclude any other or further exercise of any right,
power or privilege.  The rights, remedies and benefits of the Trustee
and the Holders herein expressly specified are cumulative and not exclusive of
any other rights, remedies or benefits which either may have under this
Article V at law, in equity, by statute or otherwise.

       

      
SECTION
5.05. Modification.  No modification, amendment
or waiver of any provision of this Article V, nor the consent to any
departure by any Subsidiary Guarantor therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Trustee, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given.  No notice to or demand on any Subsidiary
Guarantor in any case shall entitle such Subsidiary Guarantor to any other or
further notice or demand in the same, similar or other
circumstances.

       

      
SECTION
5.06. Release
of Subsidiary Guarantor.  A Subsidiary Guarantor will be
released from its obligations under this Article V (other than any obligation
that may have arisen under Section 5.08):

       

      (1) upon the
sale or other disposition (including by way of consolidation or merger) of such
Subsidiary Guarantor, including the sale or disposition of Capital Stock of such
Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a
Subsidiary of the Company; or

       

      (2) upon the
sale or disposition of all or substantially all of the assets of such Subsidiary
Guarantor;

       

      in each
case other than to the Company or an Affiliate of the Company and as permitted
by the Indenture and if in connection therewith the Company provides an
Officers’ Certificate to the Trustee to the effect that the Company will comply
with its obligations under Section 6.06 in respect of such
disposition.  Upon any sale or disposition described in clause (1) or
(2) above, the obligor on the related Subsidiary Guarantee will be released from
its obligations thereunder.  The Subsidiary Guarantee of a Subsidiary
Guarantor also shall be released:

       

      (3) upon the
designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in
accordance with the terms of the Indenture;

       

      (4) at such
time as (A) any Guarantee by such Subsidiary Guarantor of the obligations under
the Credit Agreement and any other Guarantee that resulted in (or would by
itself require) the creation of such Subsidiary Guarantee under the Indenture
has been released and discharged, except a discharge or release by or as a
result of payment under such Guarantee, or (B) such Subsidiary Guarantor does
not have any Indebtedness outstanding that resulted in (or would by itself
require) the creation of such Subsidiary Guarantee under the Indenture;
or

       


      
        
           


        

        
          64

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      if the Company exercises its legal defeasance option or its covenant
defeasance option as described in Article XII of  the Indenture or if
the Company’s obligations under the Indenture are discharged in accordance with
the terms of the Indenture.

       

      At the
request of the Company, the Trustee shall execute and deliver an appropriate
instrument evidencing such release.

       

      
SECTION
5.07. Contribution.  Each Subsidiary Guarantor
that makes a payment under its Subsidiary Guarantee shall be entitled upon
payment in full of all Guaranteed Obligations under the Indenture to a
contribution from each other Subsidiary Guarantor in an amount equal to such
other Subsidiary Guarantor’s pro rata portion of such
payment based on the respective net assets of all the Subsidiary Guarantors at
the time of such payment determined in accordance with GAAP.

       

      ARTICLE VI

       

      


       

      Miscellaneous

       

      
SECTION
6.01. Integral
Part.  This Supplemental Indenture constitutes an integral
part of the Indenture.

       

      
SECTION
6.02. Adoption,
Ratification and Confirmation.  The Base Indenture, as
supplemented and amended by this Supplemental Indenture, is in all respects
hereby adopted, ratified and confirmed.

       

      
SECTION
6.03. Counterparts.  This Supplemental Indenture
may be executed in any number of counterparts, each of which when so executed
shall be deemed an original; and all such counterparts shall together constitute
but one and the same instrument.

       

      
SECTION
6.04. Severability.  Should any provision of this
Supplemental Indenture for any reason be declared invalid or unenforceable, such
decision shall not affect the validity or enforceability of any of the other
provisions of this Supplemental Indenture, which other provisions shall remain
in full force and effect and the application of such invalid or unenforceable
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall be valid and be enforced to the fullest extent
permitted by law.

       

      
SECTION
6.05. Governing
Law.  THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

       

      
SECTION
6.06. Trustee
Makes No Representation.  The Trustee makes no
representation and shall not be responsible or accountable as to the validity,
execution by the other parties hereto or thereto or sufficiency of this
Supplemental Indenture or of the Securities.  The recitals and
statements herein are deemed to be those of the Company and

       


      
        
           


        

        
          65

          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      not of
the Trustee and the Trustee shall not be held responsible in any manner
whatsoever for their correctness.

       


      
        
           


        

        
           


          
            

            66

        

        
           


          
            Exhibit
4.7.2

          

        

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Supplemental Indenture on
the date first set forth above.

      
      

       

      
        	 	 HEALTHSOUTH
      CORPORATION,
	 	 as
      Issuer
	 	 
	 	 By: 
      /s/
      Jay Grinney
	 	 Name:	Jay
  Grinney
	 	 Title:	President and
      CEO
	 	 
	 	 GUARANTORS
	 	 
	 	 Advantage
      Health Harmarville Rehabilitation Corporation
	 	 Baton
      Rouge Rehab, Inc.
	 	 CMS
      Jonesboro Rehabilitation, Inc.
	 	 Continental
      Medical of Arizona, Inc.
	 	 Continental
      Medical Systems, Inc.
	 	 Continental
      Rehabilitation Hospital of Arizona, Inc.
	 	 HEALTHSOUTH
      LTAC of Sarasota, Inc.
	 	 HEALTHSOUTH
      Medical Center, Inc.
	 	 HEALTHSOUTH
      of Altoona, Inc.
	 	 HEALTHSOUTH
      of Austin, Inc.
	 	 HEALTHSOUTH
      of Dothan, Inc.
	 	 HEALTHSOUTH
      of Henderson, Inc.
	 	 HEALTHSOUTH
      of Houston, Inc.
	 	 HEALTHSOUTH
      of Mechanicsburg, Inc.
	 	 HEALTHSOUTH
      of Midland, Inc.
	 	 HEALTHSOUTH of
      Montgomery, Inc
	 	 HEALTHSOUTH
      of New Mexico, Inc.
	 	 HEALTHSOUTH
      of Nittany Valley, Inc.
	 	 HEALTHSOUTH
      of San Antonio, Inc.
	 	 HEALTHSOUTH
      of Sewickley, Inc.
	 	 HEALTHSOUTH
      of South Carolina, Inc.
	 	 HEALTHSOUTH
      of Spring Hill, Inc.
	 	 HEALTHSOUTH
      of Texarkana, Inc.
	 	 HEALTHSOUTH
      of Texas, Inc.
	 	 HEALTHSOUTH
      of Treasure Coast, Inc.
	 	 HEALTHSOUTH of
      Utah, Inc
	 	 HEALTHSOUTH of
      Yuma, Inc
	 	 HEALTHSOUTH
      Rehabilitation Center, Inc.
	 	 HEALTHSOUTH
      Rehabilitation Hospital of Manati, Inc.
	 	 


      

       

      
        
          
            [Signature
Page to Supplemental Indenture for 8.125% Senior Notes due
2020]

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      

       

      
        	 	 HEALTHSOUTH
      Rehabilitation Hospital of Northern Virginia, Inc.
	 	 HEALTHSOUTH
      Rehabilitation Hospital of Odessa, Inc.
	 	 HEALTHSOUTH
      Specialty Hospital, Inc.
	 	 HEALTHSOUTH
      Sub-Acute Center of Mechanicsburg, Inc.
	 	 Lakeshore
      System Services of Florida, Inc.
	 	 Rehab
      Concepts Corp.
	 	 Rehabilitation
      Hospital of Colorado Springs, Inc.
	 	 Rehabilitation
      Hospital of Fredericksburg, Inc.
	 	 Rehabilitation
      Hospital of Nevada - Las Vegas, Inc.
	 	 Rehabilitation
      Hospital of Petersburg, Inc.
	 	 Rehabilitation
      Hospital of Plano, Inc.
	 	 SCA-Dalton,
      Inc.
	 	 Sherwood
      Rehabilitation Hospital, Inc.
	 	 Southeast
      Texas Rehabilitation Hospital, Inc.
	 	 Tarrant
      County Rehabilitation Hospital, Inc.
	 	 Terre
      Haute Rehabilitation Hospital, Inc.
	 	 Tyler
      Rehabilitation Hospital, Inc.
	 	 Western
      Neuro Care, Inc.
	 	 
	 	 By: 
      /s/ JOHN P. WHITTINGTON
	 	 Name:	John P.
      Whittington
	 	 Title:	Authorized
      Signatory
	 	 
	 	 Beaumont
      Rehab Associates Limited Partnership
	 	 By:	Southeast
      Texas Rehabilitation Hospital, Inc.
	 	 Its:	General
      Partner
	 	 
	 	 Collin
      County Rehab Associates Limited Partnership
	 	 By:	Rehabilitation
      Hospital of Plano, Inc.
	 	 Its:	General
      Partner
	 	 
	 	 HEALTHSOUTH
      of Ft. Lauderdale Limited Partnership
	 	 By:	HealthSouth
      Real Property Holding Corporation
	 	 Its:	General
      Partner
	 	 
	 	 Lakeview
      Rehabilitation Group Partners
	 	 By:	Continental
      Medical of Kentucky, Inc.
	 	 Its:	General
      Partner
	 	 


      

       

      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      

       

      
        	 	 Rehabilitation
      Hospital of Nevada - Las Vegas, L.P.
	 	 By:	Rehabilitation
      Hospital of Nevada –Las Vegas, Inc.
	 	 Its:	General
      Partner
	 	 
	 	 Southern
      Arizona Regional Rehabilitation Hospital, L.P.
	 	 By:	Continental
      Rehabilitation Hospital of Arizona, Inc.
	 	 Its:	General
      Partner
	 	 
	 	 Terre
      Haute Regional Rehabilitation Hospital, L.P.
	 	 By:	Terre Haute
      Rehabilitation Hospital, Inc.
	 	 Its:	General
      Partner
	 	 
	 	 Western
      Medical Rehab Associates, L.P.
	 	 By:	

                CMS
      Development & Management and Western Neuro Care,
  Inc.

              
	 	 Its:	General
      Partner
	 	 
	 	 By: 
      /s/ JOHN P. WHITTINGTON
	 	 Name:	John P.
      Whittington
	 	 Title:	Authorized
      Signatory
	 	 


      

       

      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      

       

      
        	 	 HEALTHSOUTH
      Bakersfield Rehabilitation Hospital Limited
Partnership
	 	 HEALTHSOUTH
      Meridian Point Rehabilitation Hospital Limited
  Partnership
	 	 HEALTHSOUTH
      Northern Kentucky Rehabilitation Hospital Limited
    Partnership
	 	 HEALTHSOUTH
      Rehabilitation Hospital of Arlington Limited
  Partnership
	 	 HEALTHSOUTH
      Valley of the Sun Rehabilitation Hospital Limited
    Partnership
	 	 By:	HealthSouth
      Properties, LLC, their General Partner
	 	 
	 	 By: 
      /s/ JOHN P. WHITTINGTON
	 	 Name:	John P.
      Whittington
	 	 Title:	Authorized
      Signatory
	 	 
	 	 HEALTHSOUTH
      of Largo Limited Partnership
	 	 HEALTHSOUTH
      of Sarasota Limited Partnership
	 	 HEALTHSOUTH
      of Tallahassee Limited Partnership
	 	 By:	HealthSouth
      Real Property Holding, LLC, its General Partner
	 	 
	 	 By: 
      /s/ JOHN P. WHITTINGTON
	 	 Name:	John P.
      Whittington
	 	 Title:	Authorized
      Signatory
	 	 
	 	 HEALTHSOUTH
      Rehabilitation Center of New Hampshire, Ltd.
	 	 By:	HealthSouth
      Corporation
	 	 Its:	General
      Partner
	 	 
	 	 By: 
      /s/ JOHN P. WHITTINGTON
	 	 Name:	John P.
      Whittington
	 	 Title:	Executive Vice
      President, General Counsel
      and Corporate Secretary
	 	 


      

       

      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      

       

      
        	 	 Advantage
      Health, LLC
	 	 HEALTHSOUTH
      Aviation, LLC
	 	 HEALTHSOUTH
      Mesa Rehabilitation Hospital, LLC
	 	 HEALTHSOUTH
      of Charleston, LLC
	 	 HEALTHSOUTH
      of East Tennessee, LLC
	 	 HEALTHSOUTH
      of Erie, LLC
	 	 HEALTHSOUTH
      of Fort Smith, LLC
	 	 HEALTHSOUTH
      of Pittsburgh, LLC
	 	 HEALTHSOUTH
      of Reading, LLC
	 	 HEALTHSOUTH
      of Toms River, LLC
	 	 HEALTHSOUTH
      of York, LLC
	 	 HEALTHSOUTH
      Properties, LLC
	 	 HEALTHSOUTH
      Real Property Holding, LLC
	 	 HEALTHSOUTH
      Rehabilitation Hospital of South Jersey, LLC
	 	 HEALTHSOUTH
      Rehabilitation Institute of Tucson, LLC
	 	 HEALTHSOUTH
      Specialty Hospital of North Louisiana, LLC
	 	 New
      England Rehabilitation Management Co., LLC
	 	 Rebound,
      LLC
	 	 Rehabilitation
      Hospital Corporation of America, LLC
	 	 Rehabilitation
      Institute of Western Massachusetts, LLC
	 	 Sarasota
      LTAC Properties, LLC
	 	 
	 	 By: 
      /s/ JOHN P. WHITTINGTON
	 	 Name:	John P.
      Whittington
	 	 Title:	Authorized
      Signatory
	 	 
	 	 
	 	 THE
      BANK OF NOVA SCOTIA TRUST COMPANY
      OF NEW YORK, as Trustee
	 	 
	 	 By:  /s/
      John F. Neylan
	 	 Name:	John F.
    Neylan
	 	 Title:	Trust
    Officer
	 	 


      

       

      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      EXHIBIT
A

       

      [FORM OF FACE OF SECURITY]

       

      [Global
Securities Legend]

       

      UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

       

      TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON
THE REVERSE HEREOF.

       

      [Definitive
Securities Legend]

       

      IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT
MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

       

      


       

      


       

      


       

      


       

      


       

      


       

      
        	
                No. 

              	 	$	 	 


      

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


       

      .125%
Senior Notes Due 2020

       

      CUSIP
No.

       

      ISIN
No.

       

      HEALTHSOUTH
CORPORATION, a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum of $290,000,000.00 Dollars
on February 15, 2020.

       

      Interest
Payment Dates:  February 15 and August 15.

       

      Record
Dates:  February 1 and August 1.

       

      Additional
provisions of this Security are set forth on the other side of this
Security.

       

      Dated:  December
1, 2009

       

      
        
          	 	HEALTHSOUTH
      CORPORATION	 
	 	 	 	 
	
                   

                	
                   
      By 

                	 	 
	 	 	Name: 
      Jay Grinney	 
	 	 	Title:   
      President and Chief Executive Officer	 
	 	 	 	 


        

      

      


      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                   
      By

                	 	 
	 	 	Name: 
      John P. Whittington	 
	 	 	Title:   
      Executive Vice President, General Counsel and Secretary	 
	 	 	 	 


        

      

      


       

      


      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

       

      This is
one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.

       

      Date of
authentication:  December 1, 2009

       

      
      

       

      
        	THE BANK OF NOVA
      SCOTIA TRUST COMPANY OF NEW YORK, as Trustee	 
	 	 	 
	  By	 	 
	 	 	 
	 	  Authorized
      Signatory	 


      

       

       

      
        
          
            A-2

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      [FORM OF
REVERSE SIDE OF SECURITY]

      8.125% Senior Note Due
2020

       

      
        	
                1.

              	
                Interest

              


      

       

      HealthSouth
Corporation, a Delaware corporation (such corporation, and its successors and
assigns under the Indenture hereinafter referred to, being herein called the
“Company”),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above.  The Company will pay interest semiannually
on February 15 and August 15 of each year, commencing
February 15, 2010.  Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from December 1, 2009.  Interest will be computed on the
basis of a 360-day year of twelve 30-day months.  The Company will pay
interest on overdue principal at the rate borne by this Security plus 1.0% per
annum, and it will pay interest on overdue installments of interest at the same
rate to the extent lawful.

       

      
        	
                2.

              	
                Method of
      Payment

              


      

       

      The
Company will pay interest on the Securities (except defaulted interest) to the
Persons who are registered holders of Securities at the close of business on
the February 1 or August 1 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date.  Holders must surrender Securities to a Paying
Agent to collect principal payments.  The Company will pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts.  Payments in respect
of the Securities represented by a Global Security (including principal, premium
and interest) will be made by wire transfer of immediately available funds to
the accounts specified by the Depository.  The Company will make all
payments in respect of a certificated Security (including principal, premium and
interest) by mailing a check to the registered address of each Holder thereof;
provided, however, that
payments on a certificated Security will be made by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

       

      
        	
                3.

              	
                Paying Agent and
      Registrar

              


      

       

      Initially,
The Bank of Nova Scotia Trust Company of New York, a New York banking
corporation (the “Trustee”), will act
as Paying Agent and Registrar.  The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice.  The Company
or any of its domestically incorporated Wholly Owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

       

      
        	
                4.

              	
                Indenture

              


      

       

      The
Company issued the Securities under a supplemental indenture (the “Supplemental
Indenture”) dated December 1, 2009 to the indenture dated as
of

       


      
        
          
            A-3

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      December 1,
2009 (together with the Supplemental Indenture, the “Indenture”), among
the Company, the
Subsidiary Guarantors and the Trustee.  The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C.
§§ 77aaa-77bbbb) (the “Act”).  Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture.  The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the Act for a
statement of those terms.

       

      The
Securities are general unsecured obligations of the Company.  The
Company shall be entitled, subject to its compliance with Section 6.03 of
the Indenture, to issue Additional Securities pursuant to Section 3.14 of
the Indenture.  The Securities issued on the Issue Date, and any
Additional Securities, will be treated as a single class for all purposes under
the Indenture.  The Indenture contains covenants that limit the
ability of the Company and its subsidiaries to incur additional indebtedness;
pay dividends or distributions on, or redeem or repurchase capital stock; make
investments; issue or sell capital stock of subsidiaries; engage in transactions
with affiliates; create liens on assets; transfer or sell assets; guarantee
indebtedness; restrict dividends or other payments of subsidiaries; consolidate,
merge or transfer all or substantially all of its assets; and engage in
sale/leaseback transactions.  These covenants are subject to important
exceptions and qualifications.

       

      
        	
                5.

              	
                Optional
      Redemption

              


      

       

      Except as
set forth below, the Company shall not be entitled to redeem the
Securities.

       

      On and
after February 15, 2015, the Company shall be entitled at its option to
redeem all or a portion of the Securities upon not less than 30 nor more than
60 days’ notice, at the redemption prices (expressed in percentages of
principal amount on the redemption date), plus accrued interest to 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), if
redeemed during the 12-month period commencing on February 15 of the years
set forth below:

       

      
        	
                Period

              	
                
                  Redemption

                  Price

                

              
	 
      	 
      
	
                2015

              	
                104.063%

              
	
                2016

              	
                102.708%

              
	
                2017

              	
                101.354%

              
	
                2018
      and thereafter

              	
                100.000%

              


      

      



      
        
          
            A-4

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      In
addition, prior to February 15, 2013, the Company shall be entitled at its
option on one or more occasions to redeem Securities (which includes Additional
Securities, if any) in an aggregate principal amount not to exceed 35% of the
aggregate principal amount of the Securities (which
includes Additional Securities, if any) originally issued at a redemption price
(expressed as a percentage of principal amount) of 108.125%, plus accrued and
unpaid interest to the redemption date, with the net cash proceeds from one or
more Equity Offerings; provided, however, that
(1) at least 65% of such aggregate principal amount of Securities (which
includes Additional Securities, if any) remains outstanding immediately after
the occurrence of each such redemption (other than Securities held, directly or
indirectly, by the Company or its Affiliates); and (2) each such redemption
occurs within 90 days after the date of the related Equity
Offering.

      Prior
to February 15, 2015, the Company shall be entitled at its option to
redeem all, but not less than all, of the Securities at a redemption price equal
to 100% of the principal amount of the Securities plus the Applicable Premium as
of, and accrued and unpaid interest to, the redemption date (subject to the
right of Holders on the relevant record date to receive interest due on the
relevant interest payment date).  The Company shall cause notice of
such redemption to be mailed by first-class mail to each Holder’s registered
address, not less than 30 nor more than 60 days prior to the redemption
date.

       

      
        	
                6.

              	
                Notice of
      Redemption

              


      

       

      Notice of
redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each Holder of Securities to be redeemed at his registered
address.  Securities in denominations larger than $2,000 principal
amount may be redeemed in part but only in whole multiples of
$1,000.  If money sufficient to pay the redemption price of and
accrued interest on all Securities (or portions thereof) to be redeemed on the
redemption date is deposited with the Paying Agent on or before the redemption
date and certain other conditions are satisfied, on and after such date interest
ceases to accrue on such Securities (or such portions thereof) called for
redemption.

       

      
        	
                7.

              	
                Put
      Provisions

              


      

       

      Upon a
Change of Control, any Holder of Securities will have the right to cause the
Company to repurchase all or any part of the Securities of such Holder at a
repurchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued interest to the date of repurchase (subject to the
right of holders of record on the relevant record date to receive interest due
on the related interest payment date) as provided in, and subject to the terms
of, the Indenture.

       

      
        	
                8.

              	
                Guarantee

              


      

       

      The
payment by the Company of the principal of, and premium and interest on, the
Securities is fully and unconditionally guaranteed on a joint and several senior
basis by each of the Subsidiary Guarantors to the extent set forth in the
Indenture.

       


      
        
          
            A-5

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      9.           Denominations; Transfer;
Exchange

       

      The
Securities are in registered form without coupons in denominations of $2,000
principal amount and any greater integral multiple of $1,000.  A
Holder may transfer or exchange Securities in accordance with the
Indenture.  The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.  The Registrar
need not register the transfer of or exchange any Securities selected for
redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Securities for a period of
15 days before a selection of Securities to be redeemed or 15 days
before an interest payment date.

       

      
        	
                10.

              	
                Persons Deemed
      Owners

              


      

       

      Except as
provided in paragraph 2 hereof, the registered Holder of this Security may be treated as
the owner of it for all purposes.

       

      
        	
                11.

              	
                Unclaimed
      Money

              


      

       

      If money
for the payment of principal or interest on any Securities remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request at the end of the two years after such principal or interest has
become due or payable, unless an abandoned property law designates another
Person.  After any such payment, Holders entitled to the money must
look only to the Company as general creditors and not to the Trustee for
payment.

       

      
        	
                12.

              	
                Discharge and
      Defeasance

              


      

       

      Subject
to certain conditions, the Company at any time shall be entitled to terminate
some or all of its obligations under the Securities and the Indenture if the
Company irrevocably deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

       

      
        	
                13.

              	
                Amendment,
      Waiver

              


      

       

      Subject
to certain exceptions set forth in the Indenture, (a) the Indenture and the
Securities may be amended with the written consent of the Holders of at least a
majority in principal amount outstanding of the Securities and (b) any
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount outstanding of the
Securities.  Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, the Company, the Subsidiary
Guarantors and the Trustee shall be entitled to amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article V of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add
guarantees with respect to the Securities, including Subsidiary Guarantees, or
to secure the Securities, or to add additional covenants or surrender rights and
powers conferred on the Company or the Subsidiary Guarantors, or to

       


      
        
          
            A-6

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      conform
the text of the Indenture or the Securities to any provision of the “Description
of notes” section of the Prospectus Supplement (as defined in the Indenture)
under certain circumstances, or to comply with any requirement of the SEC in
connection with qualifying the Indenture under the Act, or to make any change
that does not adversely affect the rights of any Securityholder, or to make
amendments to provisions of the Indenture relating to the form, authentication,
transfer and legending of the Securities.

       

      
        	
                14.

              	
                Defaults and
      Remedies

              


      

       

      Under the
Indenture, Events of Default include (a) default for 30 days in
payment of interest on the Securities; (b) default in payment of principal
on the Securities at maturity, upon redemption pursuant to paragraph 5 of
the Securities, upon acceleration or otherwise, or failure by the Company to
redeem or purchase Securities when required; (c) failure by the Company or
any Subsidiary Guarantor to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of time;
(d) certain accelerations (including failure to pay within any grace period
after final maturity) of other Indebtedness of the Company if the amount
accelerated (or so unpaid) exceeds $50 million; (e) certain events of
bankruptcy or insolvency with respect to the Company and the Significant
Subsidiaries; (f) certain judgments or decrees for the payment of money in
excess of $50 million; and (g) certain defaults with respect to
Subsidiary Guarantees.  If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Securities may declare all the Securities to be due and payable
immediately.  Certain events of bankruptcy or insolvency are Events of
Default which will result in the Securities being due and payable immediately
upon the occurrence of such Events of Default.

       

      Securityholders
may not enforce the Indenture or the Securities except as provided in the
Indenture.  The Trustee may refuse to enforce the Indenture or the
Securities unless it receives indemnity or security satisfactory to
it.  Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any
trust or power.  The Trustee may withhold from Securityholders notice
of any continuing Default (except a Default in payment of principal or interest)
if it determines that withholding notice is in the interest of the
Holders.

       

      
        	
                15.

              	
                Trustee Dealings with
      the Company

              


      

       

      Subject
to certain limitations imposed by the Act, the Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of
Securities and may otherwise deal with and collect obligations owed to it by the
Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not
Trustee.  Any Paying Agent, Registrar, Co-Registrar or Co-Paying Agent
may do the same with like rights.

       

      
        	
                16.

              	
                No Recourse Against
      Others

              


      

       

      A
director, officer, employee or stockholder, as such, of the Company or the
Trustee shall not have any liability for any obligations of the Company under
the Securities

       


      
        
          
            A-7

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation.  By accepting a Security, each
Securityholder waives and releases all such liability.  The waiver and
release are part of the consideration for the issue of the
Securities.

       

      
        	
                17.

              	
                Authentication

              


      

       

      This
Security shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the
other side of this Security.

       

      
        	
                18.

              	
                Abbreviations

              


      

       

      Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN
(=joint tenants with rights of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

       

      
        	
                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 Securities and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders.  No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

       

      
        	
                20.

              	
                Governing
      Law

              


      

       

      THIS
SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.

       

      The
Company will furnish to any Securityholder upon written request and without
charge to the Security holder a copy of the Indenture which has in it the text
of this Security in larger type.  Requests may be made
to:

       

      3660
Grandview Parkway, Suite 200

       

      Birmingham,
Alabama 35243

       

      Attention:
John P. Whittington

       


      
        
          
            A-8

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      


       

      
        	 
      


      

      


      ASSIGNMENT
FORM

       

      To assign
this Security, fill in the form below:

       

      I or we
assign and transfer this Security to

       

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

       

      (Insert
assignee’s soc. sec. or tax I.D. No.)

       

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

       

      
        	 
      
	
                DATE:

              	
                Y 
      YOUR SIGNATURE:

              
	 
      


      

      Sign
exactly as your name appears on the other side of this Security.

       


      
        
          
            A-9

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      [TO BE
ATTACHED TO GLOBAL SECURITIES]

       

      


       

      SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL SECURITY

       

      


       

      The
following increases or decreases in this Global Security have been
made:

       

      
        	
                Date
      of

                Exchange

              	
                Amount
      of decrease in Principal  amount of this Global
      Security

              	
                Amount
      of increase in Principal amount of this Global Security

              	
                Principal
      amount of this Global Security following such decrease or
      increase

              	
                Signature
      of authorized officer of Trustee or Securities
  Custodian

              


      

      



      
        
          
            A-10

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      OPTION OF
HOLDER TO ELECT PURCHASE

       

      If you
want to elect to have this Security purchased by the Company pursuant to
Section 6.06 or 6.08 of the Indenture, check the box:□

       

      If you
want to elect to have only part of this Security purchased by the Company
pursuant to Section 6.06 or 6.08 of the Indenture, state the amount in
principal amount:  $

       

      
        	
                Dated:

              	 
      	 Your
      Signature:	
                 

              
	 
      	 
      	
                (Sign
      exactly as your name appears on the other side of this
      Security.)

              


      

      


      
        	 Signature
      Guarantee:	
                 

              
	
                (Signature
      must be guaranteed)

              


      

      


      Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended.

       

      



      
        
          
            A-11

          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
4.7.2

          

        

      


      EXHIBIT
B

       

      [FORM OF GUARANTY AGREEMENT]

       

      SUPPLEMENTAL
INDENTURE (this “Supplemental
Indenture”) dated as
of              ,
among [GUARANTOR] (the “New Guarantor”), a
subsidiary of HEALTHSOUTH CORPORATION (or its successor), a Delaware corporation
(the “Company”), the
subsidiary guarantors listed on the signature pages hereto (the “Subsidiary
Guarantors”) and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, a New
York trust company, as trustee under the indenture referred to below (the “Trustee”).

       

      W I T N E
S S E T H :

       

      WHEREAS
the Company and the Subsidiary Guarantors (the “Existing Guarantors”)
has heretofore executed and delivered to the Trustee a first supplemental
indenture (the “First
Supplemental Indenture”) dated as of December 1, 2009, to the
indenture (together with the First Supplemental Indenture, the “Indenture”) dated as
of December 1, 2009, providing for the issuance of the Company’s 8.125%
Senior Notes due 2020 (the “Securities”);

       

      WHEREAS
Section 6.11 of the Indenture provides that under certain circumstances the
Company is required to cause the New Guarantor to execute and deliver to the
Trustee a supplemental indenture pursuant to which the New Guarantor shall
unconditionally guarantee all the Company’s obligations under the Securities
pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein;
and

       

      NOW
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantor,
the Company, the Existing Guarantors and the Trustee mutually covenant and agree
for the equal and ratable benefit of the holders of the Securities as
follows:

       

      1.  Agreement to
Guarantee.  The New Guarantor hereby agrees, jointly and
severally with all Existing Guarantors, to unconditionally guarantee the
Company’s obligations under the Securities on the terms and subject to the
conditions set forth in Article V of the First Supplemental Indenture and
to be bound by all other applicable provisions of the Indenture and the
Securities.

       

      2.  Ratification of Indenture;
Supplemental Indentures Part of Indenture.  Except as expressly
amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and
effect.  This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.

       

      B-1

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.  Governing
Law.  THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK 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.

       

      4.  Trustee Makes No
Representation.  The Trustee makes no representation and shall
not be responsible or accountable as to the validity, execution by the other
parties hereto or thereto or sufficiency of this Supplemental Indenture or the
Securities.

       

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

       

      6.  Effect of
Headings.  The Section headings herein are for convenience only
and shall not effect the construction thereof.

       

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

       

      
        	
                [NEW
      GUARANTOR],

              
	
                by

              
	
                 

                 

              	
                 

              
	
                 

                 

              	
                Name:

              
	
                 

                 

              	
                Title:

              


      

      


      


      
        	
                HEALTHSOUTH
      CORPORATION,

              
	
                by

              
	
                 

              	
                 

                 

              
	
                 

                 

              	
                Name:

              
	
                 

                 

              	
                Title:

              


      

      


      


      
        	
                [EXISTING
      GUARANTORS],

              
	
                by

              
	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                Name:

              
	
                 

                 

              	
                Title:

              


      

      


      


      
        	
                THE
      BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as
  Trustee,

              
	
                by

              
	
                 

                 

              	
                 

                 

              
	
                 

                 

              	
                Name:           
 

              
	
                 

                 

              	
                Title:



              


      

       

      B-2