<PAGE>

                                                                     Exhibit 4.1

                              TRIAD HOSPITALS, INC.




                          8 3/4% SENIOR NOTES DUE 2009






                                    INDENTURE






                           Dated as of April 27, 2001






                                 Citibank, N.A.
                                   as Trustee
<PAGE>

                             CROSS-REFERENCE TABLE*


Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------

310  (a)(1).....................................................      7.1
     (a)(2).....................................................      7.1
     (a)(3).....................................................      N.A.
     (a)(4).....................................................      N.A.
     (a)(5).....................................................      7.1
     (b)(i), (ii)...............................................      7.1
     (c)........................................................      N.A.
311  (a)........................................................      7.11
     (b)........................................................      7.11
     (iii)(c)...................................................      N.A.
312  (a)........................................................      2.5
     (b)........................................................      11.3
     (c)........................................................      11.3
313  (a)........................................................      7.6
     (b)(2).....................................................      7.7
     (c)........................................................      7.6; 11.2
     (d)........................................................      7.6
314  (a)........................................................      4.3; 11.2
     (b)........................................................      N.A.
     (c)(1).....................................................      11.4
     (c)(2).....................................................      11.4
     (c)(3).....................................................      N.A.
     (d)........................................................      N.A.
     (e)........................................................      11.5
     (f)........................................................      N.A.
315  (a)........................................................      7.1
     (b)........................................................      7.5; 11.2
     (c)........................................................      7.1
     (d)........................................................      7.1
     (e)........................................................      6.11
316  (a)(last sentence).........................................      2.9
     (a)(1)(A)..................................................      6.5
     (a)(1)(B)..................................................      6.4
     (a)(2).....................................................      N.A.
     (b)........................................................      6.7
     (c)........................................................      2.12
317  (a)(1).....................................................      6.8
     (a)(2).....................................................      6.9
     (b)........................................................      2.4
318  (a)........................................................      11.1
     (b)........................................................      N.A.
     (c)........................................................      11.1

N.A.  means not applicable.

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

                                TABLE OF CONTENTS


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                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1       Definitions..................................................1
Section 1.2       Other Definitions...........................................19
Section 1.3       Terms of TIA................................................20
Section 1.4       Rules of Construction.......................................20

                                   ARTICLE II

                                    THE NOTES

Section 2.1       Form and Dating.............................................21
Section 2.2       Execution and Authentication................................22
Section 2.3       Registrar and Paying Agent..................................23
Section 2.4       Paying Agent to Hold Money in Trust.........................23
Section 2.5       Holder Lists................................................23
Section 2.6       Transfer and Exchange.......................................23
Section 2.7       Replacement Notes...........................................32
Section 2.8       Outstanding Notes...........................................32
Section 2.9       Treasury Notes..............................................33
Section 2.10      Temporary Notes.............................................33
Section 2.11      Cancellation................................................33
Section 2.12      Defaulted Interest..........................................33
Section 2.13      CUSIP Numbers...............................................34

                                   ARTICLE III

                                   REDEMPTION

Section 3.1       Notice of Redemption to Trustee.............................34
Section 3.2       Selection of Notes to Be Redeemed...........................34
Section 3.3       Notice of Redemption to Holders.............................34
Section 3.4       Effect of Notice of Redemption..............................35
Section 3.5       Deposit of Redemption Price.................................35
Section 3.6       Notes Redeemed in Part......................................35
Section 3.7       Optional Redemption.........................................35
Section 3.8       Mandatory Redemption........................................36

                                   ARTICLE IV

                                    COVENANTS

Section 4.1       Payment of Notes............................................36
Section 4.2       Maintenance of Office or Agency.............................37

                                      -i-
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Section 4.3       Reports.....................................................37
Section 4.4       Compliance Certificate......................................38
Section 4.5       Taxes.......................................................38
Section 4.6       Stay, Extension and Usury Laws..............................38
Section 4.7       Limitation on Restricted Payments...........................38
Section 4.8       Limitation on Dividend and Other Payment
                    Restrictions Affecting Restricted Subsidiaries............42
Section 4.9       Limitation on Indebtedness..................................42
Section 4.10      Limitation on Sale of Assets................................43
Section 4.11      Limitation on Transactions with Affiliates..................45
Section 4.12      Limitation on Liens.........................................46
Section 4.13      Limitation on Unrestricted Subsidiaries.....................46
Section 4.14      Corporate Existence.........................................47
Section 4.15      Purchase of Notes upon Change in Control....................47
Section 4.16      Subsidiary Guarantees.......................................48
Section 4.17      Limitation on Issuances and Sales of Capital Stock of
                    Restricted Subsidiaries...................................49
Section 4.18      Limitation on Guarantees of Indebtedness by
                    Restricted Subsidiaries...................................49
Section 4.19      Further Assurances..........................................49

                                    ARTICLE V

                                   SUCCESSORS

Section 5.1       Consolidation, Merger and Sale of Assets....................50
Section 5.2       Successor Person Substituted................................51

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.1       Events of Default...........................................51
Section 6.2       Acceleration................................................53
Section 6.3       Other Remedies..............................................54
Section 6.4       Waiver of Past Defaults.....................................54
Section 6.5       Control by Majority.........................................54
Section 6.6       Limitation on Suits.........................................54
Section 6.7       Rights of Holders of Notes to Receive Payment...............54
Section 6.8       Collection Suit by Trustee..................................55
Section 6.9       Trustee May File Proofs of Claim............................55
Section 6.10      Priorities..................................................55
Section 6.11      Undertaking for Costs.......................................56

                                   ARTICLE VII

                                     TRUSTEE

Section 7.1       Duties of Trustee...........................................56
Section 7.2       Rights of Trustee...........................................57
Section 7.3       Individual Rights of Trustee................................58
Section 7.4       Trustee's Disclaimer........................................58

                                      -ii-
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Section 7.5       Notice of Defaults..........................................58
Section 7.6       Reports by Trustee to Holders of the Notes..................58
Section 7.7       Compensation and Indemnity..................................59
Section 7.8       Replacement of Trustee......................................59
Section 7.9       Successor Trustee by Merger, etc............................60
Section 7.10      Eligibility; Disqualification...............................60
Section 7.11      Preferential Collection of Claims Against the Company.......60
Section 7.12      Trustee's Application for Instructions from the Company.....61

                                  ARTICLE VIII

                  DEFEASANCE AND COVENANT DEFEASANCE; DISCHARGE

Section 8.1       Option to Effect Defeasance or Covenant Defeasance..........61
Section 8.2       Defeasance and Discharge....................................61
Section 8.3       Covenant Defeasance.........................................61
Section 8.4       Conditions to Defeasance or Covenant Defeasance.............62
Section 8.5       Deposited Money and U.S. Government Obligations
                     to Be Held in Trust; Other Miscellaneous Provisions......63
Section 8.6       Repayment to the Company....................................63
Section 8.7       Reinstatement...............................................64
Section 8.8       Discharge...................................................64

                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.1       Without Consent of Holders of Notes.........................65
Section 9.2       With Consent of Holders of Notes............................65
Section 9.3       Revocation and Effect of Consents...........................67
Section 9.4       Notation on or Exchange of Notes............................67
Section 9.5       Trustee to Sign Amendments, etc.............................67

                                    ARTICLE X

                                 NOTE GUARANTEES

Section 10.1      Guarantee...................................................67
Section 10.2      Limitation on Guarantor Liability...........................68
Section 10.3      Execution and Delivery of Note Guarantee....................69
Section 10.4      Releases Following Sale of Assets or Capital Stock..........69

                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.1      Trust Indenture Act Controls................................70
Section 11.2      Notices.....................................................70
Section 11.3      Communication by Holders of Notes with Other
                     Holders of Notes.........................................71
Section 11.4      Certificate and Opinion as to Conditions Precedent..........71

                                     -iii-
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Section 11.5      Statements Required in Certificate or Opinion...............71
Section 11.6      Rules by Trustee and Agents.................................72
Section 11.7      No Personal Liability of Directors, Officers,
                    Employees and Stockholders................................72
Section 11.8      Governing Law...............................................72
Section 11.9      No Adverse Interpretation of Other Agreements...............72
Section 11.10     Successors..................................................72
Section 11.11     Severability................................................72
Section 11.12     Counterpart Originals; Acceptance by Trustee................73
Section 11.13     Table of Contents, Headings, etc............................73


EXHIBITS:

Exhibit A-1       Form of Note
Exhibit A-2       Form of Regulation S Temporary Global Note
Exhibit B         Form of Certificate of Transfer
Exhibit C         Form of Certificate of Exchange
Exhibit D         Form of Certificate from Acquiring Institutional Accredited
                     Investor
Exhibit E         Form of Note Guarantee
Exhibit F         Form of Supplemental Indenture

                                      -iv-
<PAGE>

         INDENTURE dated as of April 27, 2001 by and between Triad Hospitals,
Inc., a Delaware corporation (the "Company"), each of the Guarantors (as
hereinafter defined) and Citibank, N.A., a national banking association, duly
organized and validly existing under the laws of the United States of America,
as trustee (the "Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes:


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE


         Section 1.1       Definitions.

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

         "Acquired Indebtedness" means Indebtedness of a Person (a) existing at
the time such Person becomes a Restricted Subsidiary or (b) assumed in
connection with the acquisition of assets constituting substantially all the
assets of such Person, any division or line of business of such Person or any
other properties or assets of such Person other than in the ordinary course of
business from such Person. Acquired Indebtedness shall be deemed to be incurred
on the date of the related acquisition of assets from any Person or the date the
acquired Person becomes a Restricted Subsidiary.

         "Additional Interest" means all additional interest, if any, then owing
pursuant to Section 2(e) of the Registration Rights Agreement.

         "Affiliate" means, with respect to any specified Person, (a) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person, (b) any other Person that
owns, directly or indirectly, 10% or more of such specified Person's Capital
Stock or (c) any executive officer or director of any such specified Person or
other Person. For the purposes of this definition, "control," when used with
respect to any specified 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.

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

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

         "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way or merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of (a) any
Capital Stock of any Restricted
<PAGE>

                                      -2-

Subsidiary, (b) all or substantially all of the properties and assets of any
division or line of business of the Company or any Restricted Subsidiary, or (c)
any other properties or assets of the Company or any Restricted Subsidiary other
than in the ordinary course of business. For the purposes of this definition,
the term "Asset Sale" shall not include any transfer of properties or assets (i)
that is governed by the provisions of Section 5.1, (ii) between or among the
Company and Restricted Subsidiaries in accordance with the terms hereof, (iii) a
Hospital Swap, (iv) with an aggregate Fair Market Value of less than $10,000,000
per transaction and not to exceed $50,000,000 in the aggregate in any twelve
month period, (v) long-term leases, in effect on the Issuance Date, of Hospitals
to another Person, (vi) long-term leases of Hospitals to another Person;
provided that the aggregate book value of the properties subject to such leases
at any one time outstanding does not exceed 15% of the Total Assets of the
Company at the time any such lease is entered into, (vii) that are obsolete,
damaged or worn out equipment or inventory that is no longer useful in the
conduct of the Company's or its Subsidiaries' business and that is disposed of
in the ordinary course of business, (viii) that constitutes a sale or other
disposition of accounts receivable in the ordinary course of business (including
for purposes of financing) for cash and in an amount at least equal to the Fair
Market Value of such accounts receivable, or (ix) that is made the subject of an
Investment consummated in compliance with Section 4.7.

         "Attributable Debt" of any Person in respect of a sale and leaseback
transaction means, at the time of determination, the present value of the
obligation of such Person as lessee for net rental payments (excluding all
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water, utilities and similar charges to the extent included
in such rental payments) during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

         "Average Life" means, as of the date of determination with respect to
any Indebtedness, the quotient obtained by dividing (a) the sum of the products
of (i) the number of years from the date of determination to the date or dates
of each successive scheduled principal payment (including, without limitation,
any sinking fund requirements) of such Indebtedness multiplied by (ii) the
amount of each such principal payment by (b) the sum of all such principal
payments.

         "Bankruptcy Law" means Title 11, United States Bankruptcy Code of 1978,
as amended, or any similar United States federal or state law relating to the
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

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

         "Board of Directors" means, with respect to any Person, the board of
directors of such Person, or any duly authorized committee of such board.

         "Broker-Dealer" means any broker or dealer registered with the
Commission under the Exchange Act.

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

                                      -3-

         "Capital Stock" means, with respect to any Person, any and all shares,
interests, partnership interests, participation, rights in or other equivalents
(however designated) of such Person's capital stock, and any rights (other than
debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into such capital stock, whether now outstanding
or issued after the date hereof.

         "Capitalized Lease Obligation" means, with respect to any Person, any
obligation of such Person under a lease of (or other agreement conveying the
right to use) any property (whether real, personal or mixed) that is required to
be classified and accounted for as a capital lease obligation under GAAP, and,
for the purpose hereof, the amount of such obligation at any date shall be the
capitalized amount thereof at such date, determined in accordance with GAAP.

         "Cash Equivalents" means (a) any evidence of Indebtedness with a
maturity of one year or less issued or directly and fully guaranteed or insured
by the United States of America or any agency or instrumentality thereof
(provided that the full faith and credit of the United States of America is
pledged in support thereof); (b) certificates of deposit or acceptances with a
maturity of one year or less of any financial institution that is a member of
the Federal Reserve System having combined capital and surplus and undivided
profits of not less than $500,000,000; (c) commercial paper with a maturity of
one year or less issued by a corporation that is not an Affiliate of the Company
and is organized under the laws of any state of the United States or the
District of Columbia and rated at least A-1 by S&P or any successor rating
agency or at least P-1 by Moody's or any successor rating agency; (d) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (a) and (b) above; (e) demand and time deposits
with a domestic commercial bank that is a member of the Federal Reserve System
having combined capital and surplus and undivided profits of not less than
$500,000,000; and (f) investments in funds investing solely in investments of
the types described in clauses (a) through (e) above.

         "Cedel" means Cedelbank, societe anonyme.

         "Change in Control" means the occurrence of any of the following
events: (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be
deemed to have "beneficial ownership" of all securities that 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 35% of the total
outstanding Voting Stock of the Company; provided that if the ESOP is the
"beneficial owner" of more than 35% of the total outstanding Voting Stock of the
Company, such event shall not constitute a Change in Control under this clause
(a); (b) the Company consolidates with, or merges with or into, another Person
or conveys, transfers, leases or otherwise disposes of all or substantially all
of its assets to any Person, or any Person consolidates with, or merges with or
into, the Company, in any such event pursuant to a transaction in which the
outstanding Voting Stock of the Company is converted into or exchanged for cash,
securities or other property, other than any such transaction (i) where the
outstanding Voting Stock of the Company is not converted or exchanged at all
(except to the extent necessary to reflect a change in the jurisdiction of
incorporation of the Company) or is converted into or exchanged for (A) Voting
Stock (other than Redeemable Capital Stock) of the surviving or transferee
corporation and/or (B) cash, securities and other property (other than Capital
Stock of the surviving or transferee corporation) in an amount that could be
paid by the Company as a Restricted Payment as described under, or is otherwise
not prohibited by, Section 4.7 and (ii) immediately after such transaction, no
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that a Person shall be deemed to have "beneficial
ownership" of all securities that 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 35% of the total outstanding
<PAGE>

                                      -4-

Voting Stock of the surviving or transferee corporation; (c) during any
consecutive two year period, individuals who at the beginning of such period
constituted the Board of Directors of the Company (together with any new
directors whose election to such Board of Directors, or whose nomination for
election by the stockholders of the Company, was approved by a vote of 66-2/3%
of the directors then still in office who were either directors at the beginning
of such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office; or (d) the Company is liquidated or
dissolved or adopts a plan of liquidation or dissolution other than in a
transaction which complies with the provisions described under Section 5.1.

         "Closing" means the original issuance of Notes on the date of this
Indenture.

         "Company" shall have the meaning assigned to such term in the preamble.

         "Commission" means the Securities and Exchange Commission.

         "Consolidated Adjusted Net Income" means, for any period, the
consolidated net income (or loss) of the Company and all Restricted Subsidiaries
for such period as determined in accordance with GAAP, adjusted by excluding,
without duplication, (a) any net after-tax extraordinary gains or losses (less
all fees and expenses relating thereto), (b) any net after-tax gains or losses
(less all fees and expenses relating thereto) attributable to asset dispositions
other than in the ordinary course of business, (c) the portion of net income (or
loss) of any Person (other than the Company or a Restricted Subsidiary),
including Unrestricted Subsidiaries, in which the Company or any Restricted
Subsidiary has an ownership interest, except to the extent of the amount of
dividends or other distributions actually paid to the Company or any Restricted
Subsidiary in cash dividends or distributions during such period, (d) for
purposes of Section 4.7, the net income (or loss) of any Person combined with
the Company or any Restricted Subsidiary on a "pooling of interests" basis
attributable to any period prior to the date of combination, (e) the net income
of any Restricted Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Restricted Subsidiary is not at the
date of determination permitted, directly or indirectly, by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to such Restricted
Subsidiary or its stockholders, except to the extent of the amount of cash
dividends or other distributions actually paid to the Company or a Restricted
Subsidiary not subject to such restriction by such Restricted Subsidiary during
such period and (f) for purposes of calculating Consolidated Adjusted Net Income
under Section 4.7 any net income (or loss) from any Restricted Subsidiary while
it was an Unrestricted Subsidiary at any time during such period other than any
amounts actually received from such Restricted Subsidiary during such period.

         "Consolidated Fixed Charge Coverage Ratio" of the Company means, for
any period, the ratio of (a) the sum of Consolidated Adjusted Net Income and, to
the extent deducted in computing Consolidated Adjusted Net Income, Consolidated
Interest Expense, Consolidated Income Tax Expense and Consolidated Non-Cash
Charges, less all non-cash items increasing Consolidated Adjusted Net Income, in
each case, for such period to (b) the sum of (i) Consolidated Interest Expense
and (ii) cash dividend payments on Preferred Stock of the Company or any
Restricted Subsidiary and non-cash dividends due on Preferred Stock of any
Restricted Subsidiary for such period.

         "Consolidated Income Tax Expense" means, for any period, the provision
for federal, state, local and foreign income taxes of the Company and all
Restricted Subsidiaries for such period as determined on a consolidated basis in
accordance with GAAP.
<PAGE>

                                      -5-

         "Consolidated Interest Expense" means, for any period, without
duplication, the sum of (a) the interest expense of the Company and its
Restricted Subsidiaries for such period, including, without limitation, (i)
amortization of debt discount, (ii) the net cost (benefit) of Interest Rate
Agreements (including amortization of discounts), (iii) the interest portion of
any deferred payment obligation, (iv) commissions, discounts, and other fees and
charges owed with respect to letters of credit and bankers acceptance financing
and similar transactions, and (v) amortization of debt issuance costs, plus (b)
the interest component of Capitalized Lease Obligations of the Company and its
Restricted Subsidiaries during such period, plus (c) the interest of the Company
and its Restricted Subsidiaries that was capitalized during such period, plus
(d) interest on Indebtedness of another Person that is guaranteed by the Company
or any Restricted Subsidiary or secured by a Lien on assets of the Company or a
Restricted Subsidiary, to the extent such interest is actually paid by the
Company or such Restricted Subsidiary, in each case as determined on a
consolidated basis in accordance with GAAP; provided that (x) the Consolidated
Interest Expense attributable to interest on any Indebtedness computed on a pro
forma basis and bearing a floating interest rate shall be computed as if the
rate in effect on the date of computation had been the applicable rate for the
entire period, and (y) in making such computation, the Consolidated Interest
Expense attributable to interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period; provided,
further, that, notwithstanding the foregoing, the interest rate with respect to
any Indebtedness covered by any Interest Rate Agreement shall be deemed to be
the effective interest rate with respect to such Indebtedness after taking into
account such Interest Rate Agreement.

         "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company ending prior to the taking of any action for the
purpose of which the determination is being made, as (a) the aggregate paid-in
capital relating to such Capital Stock plus (b) any retained earnings or earned
surplus less (i) any accumulated deficit and (ii) any amounts attributable to
Redeemable Capital Stock.

         "Consolidated Non-Cash Charges" means, for any period, the aggregate
depreciation, amortization, depletion and other non-cash expenses of the Company
and any Restricted Subsidiary reducing Consolidated Adjusted Net Income for such
period, determined on a consolidated basis in accordance with GAAP (excluding
any such non-cash charge that requires an accrual of or reserve for cash charges
for any future period).

         "Corporate Trust Office" of the Trustee shall be at the address of the
Trustee specified in Section 11.2 or such other address as to which the Trustee
may give notice to the Company.

         "Currency Agreements" means any spot or forward foreign exchange
agreements and currency swap, currency option or other similar financial
agreements or arrangements entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business and designated to protect
against or manage exposure to fluctuations in foreign currency exchange rates.

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

         "Default" means any event that is, or after notice or the passage of
time or both would be, an Event of Default.
<PAGE>

                                      -6-

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.2, in the form of
Exhibit A-1 hereto except that such Note shall not bear the Global Note Legend
and shall not have the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.3 as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Disinterested Director" means, with respect to any transaction or
series of transactions in respect of which the Board of Directors is required to
deliver a resolution of the Board of Directors under this Indenture, a member of
the Board of Directors who does not have any material direct or indirect
financial interest in or with respect to such transaction or series of
transactions.

         "ESOP" means the Company's Retirement Savings Plan.

         "ESOP Loans" means loans to the ESOP by the Company or guarantees by
the Company of loans to the ESOP by a third party lender, in either case in
connection with the purchase as promptly as practicable of shares of the
Company's common stock by the ESOP.

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

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

         "Exchange Notes" means the Notes issued in exchange for the Initial
Notes in the Exchange Offer pursuant to Section 2.6(f) or, with respect to
Initial Notes issued under this Indenture subsequent to the date of this
Indenture pursuant to Section 2.2, the exchange offer contemplated by the
registration rights agreement relating thereto substantially identical to the
Registration Rights Agreement.

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

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

         "Existing 11% Senior Subordinated Notes" means the 11% Senior
Subordinated Notes due 2009 of the Company.

         "Existing Indenture" means the indenture governing the Existing 11%
Senior Subordinated Notes.

         "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy. Fair Market Value shall be determined
by the Board of Directors of the Company in good faith.

         "Generally Accepted Accounting Principles" or "GAAP" means generally
accepted accounting principles in the United States, consistently applied, that
are in effect on the date of determination.
<PAGE>

                                      -7-

         "Global Note Legend" means the legend set forth in Section 2.6(g)(ii)
which is required to be placed on all Global Notes issued under this Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Section 2.1, 2.6(b)(iv), 2.6(d)(ii)
or 2.6(f).

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

         "Guarantee" means, as applied to any obligation, (a) a guarantee (other
than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner, of any part or all of
such obligation and (b) an agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn by letters of credit.

         "Guarantor" means each Restricted Subsidiary that executes this
Indenture and any other Restricted Subsidiary that incurs a Note Guarantee;
provided that upon the release and discharge of any Person from its Note
Guarantee in accordance with this Indenture, such Person shall cease to be a
Guarantor.

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

         "Hospital" means a hospital, outpatient clinic, long-term care
facility, medical office building or other facility or business that is used or
useful in or related to the provision of health care services.

         "Hospital Swap" means an exchange of assets and, to the extent
necessary to equalize the value of the assets being exchanged, cash by the
Company or a Restricted Subsidiary for one or more Hospitals and/or one or more
Related Businesses or for 100% of the Capital Stock of any Person owning or
operating one or more Hospitals and/or one or more Related Businesses, provided
that cash does not exceed 20% of the sum of the amount of the cash and the Fair
Market Value of the Capital Stock or assets received or given by the Company or
a Restricted Subsidiary in such transaction.

         "Indebtedness" means, with respect to any Person, without duplication,
(a) all liabilities of such Person for borrowed money (including overdrafts) or
for the deferred purchase price of property or services, excluding any trade
payables and other accrued current liabilities incurred in the ordinary course
of business, but including, without limitation, all obligations, contingent or
otherwise, of such Person in connection with any letters of credit and
acceptances issued under letter of credit facilities, acceptance facilities or
other similar facilities, (b) all obligations of such Person evidenced by bonds,
notes, debentures or other similar instruments, (c) indebtedness of such Person
created or arising under any conditional sale or other title retention agreement
with respect to property acquired by such Person (even if the rights and
remedies of the seller or lender under such agreement in the event of default
are limited to repossession or sale of such property), but excluding trade
payables arising in the ordinary course of business, (d) all Capitalized Lease
Obligations of such Person, (e) all obligations of such Person under or in
respect of Interest Rate Agreements or Currency Agreements, (f) all indebtedness
referred to in (but not excluded from) the preceding clauses of other Persons
and all dividends of other Persons, the payment of which is secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien or with respect to property (including,
without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable
<PAGE>

                                      -8-

for the payment of such Indebtedness (the amount of such obligation being deemed
to be the lesser of the value of such property or asset or the amount of the
obligation so secured), (g) all guarantees by such Person of Indebtedness
referred to in this definition or any other Person, (h) all Redeemable Capital
Stock of such Person valued at the greater of its voluntary or involuntary
maximum fixed repurchase price plus accrued and unpaid dividends and (i) all
Attributable Debt of such Person. For purposes hereof, the "maximum fixed
repurchase price" of any Redeemable Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on
any date on which Indebtedness shall be required to be determined pursuant to
this Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Redeemable Capital Stock, such Fair Market Value shall be
determined in good faith by the board of directors of the issuer of such
Redeemable Capital Stock.

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

         "Independent Financial Advisor" means a reputable accounting, appraisal
or investment banking firm that, in the reasonable good faith judgment of the
Board of Directors of the Company, is qualified to perform the task for which
such firm has been engaged and is independent with respect to the Company.

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

         "Initial Notes" means, collectively, (i) the 8 3/4 % Senior Notes due
2009 of the Company issued on the date of this Indenture and (ii) one or more
series of 8 3/4 % Senior Notes due 2009 that are issued subsequent to the date
of this Indenture pursuant to Section 2.2, in each case for so long as such
securities constitute "restricted securities" as such term is defined in Rule
144(a)(3) under the Securities Act; provided that the Trustee shall be entitled
to request and conclusively rely on an Opinion of Counsel with respect to
whether any Note constitutes such a restricted security.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

         "Interest Rate Agreements" means any interest rate protection
agreements and other types of interest rate hedging agreements (including,
without limitation, interest rate swaps, caps, floors, collars and similar
agreements) designed to protect against or manage exposure to fluctuations in
interest rates.

         "Investments" means, with respect to any Person, any direct or indirect
advance, loan, guarantee or other extension of credit 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,
acquisition or ownership by such Person of any Capital Stock, bonds, notes,
debentures or other securities or evidences of Indebtedness issued or owned by,
any other Person and all other items that would be classified as investments on
a balance sheet prepared in accordance with GAAP. In addition, the portion
(proportionate to the Company's or a Restricted Subsidiary's equity interest in
each Subsidiary) of the Fair Market Value of the net assets of any Restricted
Subsidiary at the time that such Restricted Subsidiary is designated an
Unrestricted Subsidiary shall be deemed to be an "Investment" made by the
Company in such Unrestricted Subsidiary at such time. 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 (or one of its Subsidiaries')
"Investment" in such Subsidiary at the time of such redesignation less (b) the
portion (proportionate to the Company's (or one of its Subsidiaries') equity
interest in such Subsidiary) of the
<PAGE>

                                      -9-

Fair Market Value of the net assets of such Subsidiary at the time of such
redesignation. "Investment" shall exclude extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices.

         "Issuance Date" means the date on which the Notes are originally issued
under this Indenture after giving effect to the Transactions.

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

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

         "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), security interest, hypothecation, assignment for security, claim, or
preference of priority or other encumbrance upon or with respect to any property
of any kind, real or personal, movable or immovable, now owned or hereafter
acquired. A Person shall be deemed to own subject to a Lien any property which
such Person has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement having substantially the same economic effect as the foregoing.

         "Material Subsidiary" of a Person means any Restricted Subsidiary that
would be a significant subsidiary of such Person, as defined in Rule 1-02 of
Regulation S-X promulgated by the Commission.

         "Maturity" means, with respect to any Note, the date on which any
principal of such Note becomes due and payable provided in such Note or in this
Indenture, whether at the Stated Maturity with respect to such principal or by
declaration of acceleration, call for redemption of purchase or otherwise.

         "Merger Agreement" means the Agreement and Plan of Merger dated as of
October 18, 2000 by and between Quorum Health Group, Inc. and the Company, as
amended, supplemented or otherwise modified from time to time.

         "Merger Distribution" means the distribution of outstanding shares of
the Company to holders of Quorum shares, in exchange for such Quorum shares, as
provided in the Merger Agreement.

         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds
thereof in the form of cash or Cash Equivalents including payments in respect of
deferred payment obligations when received in the form of, or stock or other
assets when disposed for, cash or Cash Equivalents (except to the extent that
such obligations are financed or sold with recourse to the Company or any
Restricted Subsidiary), net of (a) brokerage commissions and other fees and
expenses (including, without limitation, fees and expenses of legal counsel and
investment banks, recording fees, transfer fees and appraiser fees) related to
such Asset Sale, (b) provisions for all taxes payable as a result of such Asset
Sale, (c) payments made to retire Indebtedness where payment of such
Indebtedness is secured by the assets or properties which are the subject of
such Asset Sale or where such Indebtedness must by its terms, or as required by
applicable law, be repaid out of the proceeds of such Asset Sale, (d) amounts
required to be paid to any Person (other than the Company or any Restricted
Subsidiary) owning a beneficial interest in or having a Lien on the assets
subject to the Asset Sale, (e) all distributions and other pay-
<PAGE>

                                      -10-

ments required to be made to non-majority interest holders in Subsidiaries or
Permitted Joint Ventures as a result of such Asset Sale and (f) appropriate
amounts to be provided by the Company or any Restricted Subsidiary, as the case
may be, after such Asset Sale as a reserve required in accordance with GAAP
against any liabilities associated with such Asset Sale and retained by the
Company or any Restricted Subsidiary, as the case may be, after such Asset Sale,
including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale, all as
reflected in an Officers' Certificate delivered to the Trustee.

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

         "Note Guarantee" means any guarantee of the obligations of the Company
under this Indenture and the Notes by any Restricted Subsidiary in accordance
with the provisions of this Indenture.

         "Notes" means, collectively, the Initial Notes and the Unrestricted
Notes, treated as a single class of securities, as amended or supplemented from
time to time in accordance with the terms hereof, that are issued pursuant to
the terms of this Indenture.

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

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the Chief Executive
Officer, the Chief Financial Officer or the principal accounting officer of the
Company, that meets the requirements of Section 11.5.

         "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 11.5. The counsel may be an employee of or counsel to
the Company, any Subsidiary of the Company or the Trustee.

         "Pari Passu Indebtedness" means (a) with respect to the Notes,
Indebtedness that ranks pari passu in right of payment to the Notes and (b) with
respect to any Note Guarantee, Indebtedness that ranks pari passu in right of
payment to such Note Guarantee.

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

         "Permitted Indebtedness" means any of the following:

                  (a) Indebtedness of the Company or any Restricted Subsidiary
         under the Senior Secured Credit Agreement in an aggregate principal
         amount at any one time outstanding not to exceed $1,200,000,000;

                  (b) Indebtedness of the Company pursuant to the Notes or of
         any Restricted Subsidiary pursuant to the Note Guarantee;

                  (c) Indebtedness (other than Indebtedness referred to in
         paragraphs (a) and (b) of this definition) of the Company or any
         Restricted Subsidiary outstanding on the date hereof and immedi-
<PAGE>

                                      -11-

         ately following consummation of the Transactions in an amount not to
         exceed $350,000,000 (including the Existing 11% Senior Subordinated
         Notes);

                  (d) Indebtedness of the Company owing to any Restricted
         Subsidiary; provided that any disposition, pledge or transfer of any
         such Indebtedness to a Person (other than a disposition, pledge or
         transfer to the Company or another Restricted Subsidiary) shall be
         deemed to be an incurrence of such Indebtedness by the Company not
         permitted by this paragraph (d);

                  (e) Indebtedness of a Restricted Subsidiary owing to the
         Company or to another Restricted Subsidiary; provided that any
         disposition, pledge or transfer of any such Indebtedness to a Person
         (other than a disposition, pledge or transfer to the Company or a
         Restricted Subsidiary) shall be deemed to be an incurrence of such
         Indebtedness by such Restricted Subsidiary not permitted by this
         paragraph (e);

                  (f) guarantees of any Restricted Subsidiary made in accordance
         with the provisions of Section 4.18;

                  (g) obligations of the Company or any Guarantor entered into
         in the ordinary course of business (i) pursuant to Interest Rate
         Agreements designed to protect the Company or any Restricted Subsidiary
         against fluctuations in interest rates in respect of Indebtedness of
         the Company or any Restricted Subsidiary, which obligations do not
         exceed the aggregate principal amount of such Indebtedness and (ii)
         pursuant to Currency Agreements entered into by the Company or any of
         its Restricted Subsidiaries in respect of its (x) assets or (y)
         obligations, as the case may be, denominated in a foreign currency;

                  (h) Indebtedness of the Company or any Guarantor in respect of
         Purchase Money Obligations and Capitalized Lease Obligations of the
         Company or any Guarantor in an aggregate amount which does not exceed
         $40,000,000 at any one time outstanding;

                  (i) Indebtedness of the Company or any Guarantor consisting of
         guarantees, indemnities, hold backs or obligations in respect of
         purchase price adjustments in connection with the acquisition or
         disposition of assets, including, without limitation, shares of Capital
         Stock of Restricted Subsidiaries, or contingent payment obligations
         incurred in connection with the acquisition of assets which are
         contingent on the performance of the assets acquired, other than
         guarantees of Indebtedness incurred by any Person acquiring all or any
         portion of such assets of shares of Capital Stock of such Restricted
         Subsidiary for the purpose of financing such acquisition, provided that
         the maximum allowable liability in respect of all such Indebtedness
         shall at no time exceed the gross proceeds actually received by the
         Company and its Restricted Subsidiaries;

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

                  (k) any renewals, extensions, substitutions, refinancing or
         replacements (each, for purposes of this paragraph, a "refinancing") of
         any Indebtedness incurred pursuant to the first paragraph of
<PAGE>

                                      -12-

         Section 4.9 or referred to in paragraph (b) or (c) of this definition,
         including any successive refinancings, so long as (i) any such new
         indebtedness shall be in a principal amount that does not exceed the
         principal amount so refinanced, plus the lesser of the amount of any
         premium required to be paid in connection with such refinancing
         pursuant to the terms of the Indebtedness refinanced or the amount of
         any premium reasonably determined as necessary to accomplish such
         refinancing; (ii) in the case of any refinancing by the Company of Pari
         Passu Indebtedness or Subordinated Indebtedness, such new Indebtedness
         is made pari passu with or subordinate to the Notes at least to the
         same extent as the Indebtedness being refinanced; (iii) in the case of
         any refinancing by any Guarantor of Pari Passu Indebtedness or
         Subordinated Indebtedness, such new Indebtedness is made pari passu
         with or subordinate to the Note Guarantee of such Guarantor at least to
         the same extent as the Indebtedness being refinanced; (iv) such new
         Indebtedness has an Average Life no shorter than the Average Life of
         the Indebtedness being refinanced and final Stated Maturity of
         principal no earlier than the final Stated Maturity of principal of the
         Indebtedness being refinanced; and (v) Indebtedness of the Company or a
         Guarantor may only be refinanced with Indebtedness of the Company or a
         Guarantor, as the case may be;

                  (l) payments to or by the Company to fund the payment of
         dividends, loans, distributions or annual contributions calculated in
         accordance with the requirements of Section 415 of the Internal Revenue
         Code to the ESOP in amounts equal to amounts expended by the Company to
         repurchase shares of its Capital Stock from deceased or retired
         employees in accordance with the terms of the ESOP as in effect on the
         date of this Indenture and from employees whose employment with the
         Company or any of its Subsidiaries has terminated for any reason, in
         each case contemplated by this paragraph (l) only to the extent
         mandatorily required by the ESOP as in effect on the date of this
         Indenture, the Internal Revenue Code or ERISA; and provided, further,
         that in each such case the Company has deferred making any cash
         payments in respect of such repurchase obligations to the maximum
         extent possible under the ESOP as in effect on the date of this
         Indenture or as modified from time to time to comply with law;

                  (m) Physician Support Obligations incurred by the Company or
         any Restricted Subsidiary;

                  (n) Indebtedness of the Company or any Guarantor not otherwise
         permitted by the foregoing paragraphs (a) through (m) in an aggregate
         principal amount not in excess of $80,000,000 at any one time
         outstanding; and

                  (o) the 8 3/4% Senior Subordinated Notes due 2005 of Quorum
         Health Group, Inc., as long as the QHGI Notes Redemption has been
         mailed to holders of such notes, and a dollar amount sufficient to
         cover the outstanding principal and interest and any applicable
         redemption premium has been deposited with the appropriate trustee on
         or before the Issuance Date and all of the outstanding 8 3/4% Senior
         Subordinated Notes due 2005 of Quorum Health Group, Inc. have been
         redeemed within 60 days after the Issue Date.

         "Permitted Investments" means any of the following:

                  (a) Investments in Cash Equivalents;

                  (b) Investments in the Company or any Guarantor;
<PAGE>

                                      -13-

                  (c) intercompany Indebtedness to the extent permitted under
         paragraphs (d) or (e) of the definition of "Permitted Indebtedness";

                  (d) Investments in an amount not to exceed $20,000,000 at any
         one time outstanding;

                  (e) Investments by the Company or any Restricted Subsidiary in
         another Person, if as a result of such investment (i) such other Person
         becomes a Restricted Subsidiary or (ii) such other Person is merged or
         consolidated with or into, or transfers or conveys all or substantially
         all of its assets to, the Company or a Restricted Subsidiary;

                  (f) Investments acquired in the Transactions;

                  (g) bonds, notes, debentures and other securities received as
         consideration for Assets Sales to the extent permitted under Section
         4.10;

                  (h) any Investment in a Person engaged principally in a
         Related Business prior to such investment if (i) the Company would, at
         the time of such Investment and after giving pro forma effect thereto
         as if such Investment had been made at the beginning of the most
         recently ended four full fiscal quarter periods for which consolidated
         financial statements are available immediately preceding the date of
         such Investment, have been permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Consolidated Fixed Charge
         Coverage Ratio test set forth in the first paragraph under Section 4.9
         and (ii) the aggregate amount (including cash and the book value of
         property other than cash, as determined by the Board of Directors of
         the Company) of all Investments made pursuant to this paragraph (h) by
         the Company and its Restricted Subsidiaries (determined as of the time
         made) does not exceed in the aggregate 20% of the Total Assets of the
         Company at the time the investment is made; provided that Investments
         of up to $40,000,000 shall be permitted under this paragraph (h)
         without regard to the requirements of clause (i) of this paragraph (h);

                  (i) Physician Support Obligations made by the Company or any
         Restricted Subsidiary;

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

                  (k) Investments made in connection with Hospital Swaps;

                  (l) Investments in 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;

                  (m) loans and advances to officers, directors and employees
         made in the ordinary course of business not to exceed $15,000,000 in
         the aggregate at any one time outstanding;
<PAGE>

                                      -14-

                  (n) Interest Rate Agreements and Currency Agreements permitted
         under Section 4.9;

                  (o) Investments represented by accounts receivable created or
         acquired in the ordinary course of business;

                  (p) Investments existing on the Issuance Date and any renewal
         or replacement thereof on terms and conditions no less favorable than
         that being renewed or replaced;

                  (q) any Investment to the extent that the consideration
         therefor is Qualified Capital Stock;

                  (r) shares of Capital Stock or other securities received in
         settlement of debts owed to the Company or any Restricted Subsidiary as
         a result of foreclosure, perfection or enforcement of any Lien or
         indebtedness or in connection with any good faith settlement of a
         bankruptcy proceeding;

                  (s) the ESOP Loans; or

                  (t) any Investment in an Exempt Subsidiary if the aggregate
         amount, including cash and the book value of property other than cash,
         as determined by the Board of Directors of the Company, of all
         investments made pursuant to this paragraph (u) by the Company and its
         Restricted Subsidiaries (determined as of the time made), when added to
         the total consolidated assets of all Exempt Subsidiaries, does not
         exceed in the aggregate 20% of the Total Assets of the Company at the
         time the Investment is made.

         "Permitted Joint Venture" means, with respect to any Person, (a) any
corporation, association, limited liability company or other business entity
(other than a partnership) of which 50% or more of the total voting power of
shares of Capital Stock entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
and 50% or more of the total equity interests is at the time of determination
owned or controlled, directly or indirectly, by such Person or one or more of
the Restricted Subsidiaries of that person or a combination thereof and (b) any
partnership of which 50% or more of the general or limited partnership interests
are owned or controlled, directly or indirectly, by such Person or one or more
of the Restricted Subsidiaries of that Person or a combination thereof, and
which in the case of each of clauses (a) and (b) is engaged in a Related
Business.

         "Permitted Liens" means (a) Liens existing on the Issue Date; (b) Liens
now or hereafter securing any Interest Rate Agreements of the Company or any
Restricted Subsidiary; (c) Liens securing any Indebtedness incurred under
paragraph (k) of the definition of "Permitted Indebtedness," the proceeds of
which are used to refinance Indebtedness of the Company or any Restricted
Subsidiary; provided that such Liens extend to or cover only the assets
currently securing the Indebtedness being refinanced; (d) Liens securing
Acquired Indebtedness incurred by the Company and any Restricted Subsidiary and
permitted under Section 4.9, provided that such Liens attach solely to the
assets acquired; (e) Liens securing Indebtedness owing to the Company or a
Restricted Subsidiary; (f) Liens securing Purchase Money Obligations incurred in
accordance with this Indenture; (g) Liens for taxes, assessments or governmental
charges or claims either (i) not delinquent or (ii) contested in good faith by
appropriate proceedings and as to which the Company or its Restricted
Subsidiaries shall have set aside on its books such reserves as may be required
pursuant to GAAP; (h) statutory Liens of landlords and Liens or carriers,
warehousemen, mechanics, suppliers, materialmen, repairment and other Liens
imposed by law incurred in the ordinary course of business for sums not yet
delinquent or being contested in good faith, if such reserved or other
appropriate provision, if any, as shall be required by GAAP shall have been made
in respect thereof; (i) Liens incurred or deposits made in the ordinary course
of business in connection with workers'
<PAGE>

                                      -15-

compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money bonds
and other similar obligations; (j) judgment Liens not giving rise to an Event of
Default so long as such Lien is adequately bonded and any appropriate legal
proceedings which may have been duly initiated for the review of such judgment
shall not have been finally terminated or the period within which such
proceedings may be initiated shall not have expired; (k) easements,
rights-of-way, zoning restrictions and other similar charges or encumbrances in
respect of real property not interfering in any material respect with the
conduct of the business of the Company or any of its Restricted Subsidiaries;
(l) any interest or title of a lessor in assets or Property subject to
Capitalized Lease Obligations or an operating lease of the Company or any
Restricted Subsidiary; (m) Liens securing Indebtedness incurred under the senior
secured credit agreement; or (n) Liens acquired in the Transactions.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

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

         "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
such Person's preferred or preference stock whether now outstanding, or issued
after the Issuance Date, and including, without limitation, all classes and
series of preferred or preference stock of such Person.

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

         "Public Equity Offering" means an offer and sale of common stock (which
is Qualified Capital Stock) of the Company made on a primary basis by the
Company pursuant to a registration statement that has been declared effective by
the Commission pursuant to the Securities Act (other than a registration
statement on Form S-8 or otherwise relating to equity securities issuable under
any employee benefit plan of the Company).

         "Purchase Money Obligations" means any Indebtedness of the Company or
any Restricted Subsidiary incurred to finance the acquisition or construction of
any property or business (including Indebtedness incurred within 90 days
following such acquisition or construction), including Indebtedness of a Person
existing at the time such Person becomes a Subsidiary or assumed by the Company
or a Subsidiary in connection with the acquisition of assets from such person;
provided, however, that any Lien on such Indebtedness shall not extend to any
property other than the property so acquired or constructed.

         "QHGI Notes Redemption" means the optional redemption of the 8 3/4%
Senior Subordinated Notes due 2005 of Quorum Health Group, Inc.

         "QHR Disposition" means the sale or contribution in connection with the
formation of a joint venture, directly or indirectly, of all or a portion of the
assets, business or membership interests of Quorum Health Resources LLC (or any
successors thereto) as it exists on the date of the merger of Quorum Health
Group, Inc. with
<PAGE>

                                      -16-

and into the Company (the "Merger Date"), as it is developed consistent with the
business it conducts on the Merger Date, and of any business or assets
reasonably related or ancillary thereto, consummated within 12 months after the
Merger Date; provided however, that no such transaction shall be permitted (i)
if the Company or any of its Restricted Subsidiaries shall have invested more
than $10 million in Quorum Health Resources, LLC since the Merger Date (net of
reduction in such Investments); (ii) unless the Company or a Guarantor shall
have received consideration of at least $50 million in cash or Cash Equivalents
plus the aggregate amount of Investments made in Quorum Health Resources, LLC
since the Merger Date by the Company or any of its Restricted Subsidiaries; and
(iii) if any joint venture created in connection with such transaction is a
Subsidiary immediately after consummation of such transaction.

         "Qualified Capital Stock" of any Person means any and all Capital Stock
of such Person other than Redeemable Capital Stock.

         "Qualified Equity Offering" means (a) any Public Equity Offering or (b)
an offering of Qualified Capital Stock of the Company to non-Affiliates with
gross proceeds to the Company in excess of $50,000,000.

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

         "Quorum" means Quorum Health Group, Inc., a Delaware corporation.

         "Redeemable Capital Stock" means any class of Capital Stock that,
either by its terms, by the terms of any securities into which it is convertible
or exchangeable or by contract or otherwise, is, or upon the happening of an
event or passage of time would be, required to be redeemed (whether by sinking
fund or otherwise) prior to the date that is 91 days after the final Stated
Maturity of the Notes or is redeemable at the option of the holder thereof at
any time prior to such date, or is convertible into or exchangeable for debt
securities at any time prior to such date (unless it is convertible or
exchangeable solely at the option of the Company).

         "Registration Rights Agreement" means the Exchange Registration Rights
Agreement, dated as of the date of this Indenture, by and among the Company and
the other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time, and, with respect to
Initial Notes issued under this Indenture subsequent to the date of this
Indenture pursuant to Section 2.2, the registration rights agreement relating
thereto relating thereto substantially identical to the Registration Rights
Agreement.

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

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

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

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

                                      -17-

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

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the global agency and trust services department of the Trustee
(or any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

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

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

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

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

         "Restricted Subsidiary" means any Subsidiary other than an Unrestricted
Subsidiary.

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

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

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

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

         "S&P" means Standard and Poor's Ratings Group, a division of
McGraw-Hill, Inc., and its successors.

         "Sale and Leaseback Transaction" means any transaction or series of
related transactions pursuant to which the Company or a Restricted Subsidiary
sells or transfers any property or assets in connection with the leasing of such
property or asset to the seller or transferor.

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

         "Senior Secured Credit Agreement" means the credit agreement dated
April 27, 2001 among the Company, the lenders party thereto, Merrill Lynch & Co.
and Banc of America Securities LLC as Co-Lead Arrangers, Merrill Lynch & Co. as
Syndication Agent and Bank America, N.A., as Administrative Agent, together with
the documents related thereto (including without limitation any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity, refinancing, replacing or otherwise restructuring (including
increasing the available amount of borrowings thereunder or adding Subsidiaries
of the Company as additional borrowers or guarantors thereunder) all or any
portion of the Indebtedness under such agreements or any successor or
replacement agreements and whether by the same or any other agent, lender or
group of lenders.
<PAGE>

                                      -18-

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

         "Stated Maturity" means, when used with respect to any note or any
installment of interest thereon, the date specified in such note as the fixed
date on which the principal of such note or such installment of interest is due
and payable, and, when used with respect to any other Indebtedness, means the
date specified in the instrument governing such indebtedness as the fixed date
on which the principal of such indebtedness or any installment of interest
thereon is due and payable.

         "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor that is expressly subordinated in right of payment to the Notes or the
Note Guarantee of such Guarantor, as the case may be.

         "Subsidiary" means any Person a majority of the equity ownership or
Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries. For purposes of this definition,
any directors' qualifying shares shall be disregarded in determining the
ownership of a Subsidiary.

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

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

         "Transaction Agreements" means the collective reference to the

                  (a)      Merger Agreement;

                  (b)      Senior Secured Credit Agreement; and

                  (c)      agreements relating to the QHR Disposition.

         "Transactions" means the merger of Quorum Health Group, Inc. with and
into the Company, the related financing transactions, the QHR Disposition and
the QHGI Notes Redemption.

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

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

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

         "Unrestricted Notes" means one or more Unrestricted Global Notes and/or
Unrestricted Definitive Notes, including, without limitation, the Exchange
Notes.
<PAGE>

                                      -19-

         "Unrestricted Subsidiary" means (a) any Subsidiary that at the time of
determination shall be an Unrestricted Subsidiary (as designated by the Board of
Directors of the Company, as provided below) and (b) any Subsidiary of any
Unrestricted Subsidiary; provided, however, that in no event shall any Guarantor
be an Unrestricted Subsidiary. The Board of Directors of the Company may
designate any Subsidiary (including any newly acquired or newly formed
Subsidiary) to be an Unrestricted Subsidiary so long as (i) neither the Company
nor any Restricted Subsidiary is directly or indirectly liable for any
Indebtedness of such Subsidiary, (ii) no default with respect to any
Indebtedness of such Subsidiary would permit (upon notice, lapse of time or
otherwise) any holder of any other Indebtedness of the Company or any Restricted
Subsidiary, except any nonrecourse guarantee given solely to support the pledge
by the Company or a Restricted Subsidiary of the Capital Stock of an
Unrestricted Subsidiary, to declare a default on such other Indebtedness or
cause the payment thereof to be accelerated or payable prior to its stated
maturity and (iii) any Investment in such Subsidiary made as a result of
designating such Subsidiary an Unrestricted Subsidiary will not violate the
provisions of Section 4.13. Any such designation by the Board of Directors of
the Company shall be evidenced to the Trustee by filing a board resolution with
the Trustee giving effect to such designation. The Board of Directors of the
Company may designate any Unrestricted Subsidiary as a Restricted Subsidiary if
immediately after giving effect to such designation, there would be no Default
or Event of Default under this Indenture and the Company could incur $1.00 of
additional Indebtedness (other than Permitted Indebtedness) pursuant to Section
4.9.

         "U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation by the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or interest on any
such U.S. Government Obligation held by such custodian for the account of the
holder of such depository receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

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

         "Voting Stock" means any class or classes of Capital Stock pursuant to
which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers
or trustees of any Person (irrespective of whether or not, at the time, stock of
any other class or classes shall have, or might have voting power by reason of
the happening of any contingency).

         Section 1.2       Other Definitions.
                           -----------------

         Term Defined                                                 in Section
         ------------                                                 ----------

         "Authentication Order".................................         2.2
         "Change in Control Offer"..............................         4.15
         "Change in Control Payment"............................         4.15
         "Change in Control Purchase Price".....................         4.15
         "Change in Control Purchase Date"......................         4.15
         "Covenant Defeasance"..................................         8.3
<PAGE>

                                      -20-

         "Defeasance"...........................................         8.2
         "DTC"..................................................         2.3
         "Event of Default".....................................         6.1
         "Excess Proceeds Offer"................................         4.10
         "Excess Proceeds Payment"..............................         4.10
         "Excess Proceeds Payment Date".........................         4.10
         "incur"................................................         4.9
         "Paying Agent".........................................         2.3
         "Registrar"............................................         2.3
         "Replacement Assets"...................................         4.10
         "Restricted Payments"..................................         4.7
         "Subsequent Series Notes"..............................         2.2
         "Surviving Entity".....................................         5.1


         Section 1.3       Terms of TIA.
                           ------------

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

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

                  "indenture securities" means the Notes;

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

                  "indenture to be qualified" means this Indenture;

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

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

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

         Section 1.4       Rules of Construction.
                           ---------------------

         Unless the context otherwise requires: (i) a term has the meaning
assigned to it; (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP; (iii) "or" is not exclusive; (iv) words
in the singular include the plural, and in the plural include the singular; (v)
provisions apply to successive events and transactions; (vi) references to
sections of or rules under the Securities Act shall be deemed to include
substitute, replacement of successor sections or rules adopted by the Commission
from time to time; and (vii) unless the context otherwise requires, any
reference to an "Article," a "Section" or an "Exhibit" refers to an Article, a
Section or an Exhibit, as the case may be, of this Indenture.
<PAGE>

                                      -21-

                                   ARTICLE II

                                    THE NOTES


         Section 2.1       Form and Dating.
                           ---------------

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

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

         (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibits A-1 or A-2 attached hereto (including the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Notes issued in definitive form shall be substantially in the
form of Exhibit A-1 attached hereto (but without the Global Note Legend thereon
and without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with written
instructions given by the Holder thereof as required by Section 2.6.

         (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its Corporate Trust Office, as
custodian for the Depositary, and registered in the name of the Depositary or
the nominee of the Depositary for the accounts of designated agents holding on
behalf of Euroclear or Cedel, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Restricted Period shall terminate upon
the receipt by the Trustee of (i) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Cedel certifying that
they have received certification of non-United States beneficial ownership of
100% of the aggregate principal amount of the Regulation S Temporary Global Note
(except to the extent of any beneficial owners thereof who acquired an interest
therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note bearing a Private Placement Legend, all
as contemplated by Section 2.6(a)(ii) hereof), and (ii) an Officers' Certificate
from the Company. Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in Regulation S Permanent Global Notes pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary Global
Note and the Regulation S Permanent Global Notes may from
<PAGE>

                                      -22-

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

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

         Section 2.2       Execution and Authentication.
                           ----------------------------

         An Officer shall sign the Notes for the Company by manual or facsimile
signature. If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

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

         The Trustee shall, upon a written order of the Company signed by an
Officer (an "Authentication Order"), authenticate (a) Initial Notes for original
issue up to a maximum aggregate principal amount of $600,000,000, (b)
Unrestricted Notes from time to time only (i) in exchange for a like principal
amount of Initial Notes or (ii) in an aggregate principal amount of not more
than the excess of $600,000,000 over the sum of the aggregate principal amount
of (A) Initial Notes then outstanding and (B) Unrestricted Notes issued in
accordance with (b)(i) above and (c) additional series of Notes which may be
offered subsequent to the Issuance Date (the "Subsequent Series Notes") in
aggregate principal amount not to exceed $100,000,000. The aggregate principal
amount of Notes outstanding at any time may not exceed $700,000,000 except as
provided in Section 2.7. No Subsequent Series Notes may be authenticated in an
aggregate principal amount of less than $25,000,000. All Notes issued on the
Issuance Date and all Subsequent Series Notes shall be identical in all respects
other than issue dates, the date from which interest accrues and any changes
relating thereto.

         In the event that the Company shall issue and the Trustee shall
authenticate any Subsequent Series Notes pursuant to this Section 2.2, the
Company shall use its reasonable best efforts to obtain the same "CUSIP" number
for such Subsequent Series Notes as is printed on the Notes outstanding at such
time; provided, however, that if any Subsequent Series Notes are determined,
pursuant to an Opinion of Counsel of the Company to be a different class of
security than the Notes outstanding at such time for federal income tax
purposes, the Issuer may obtain a "CUSIP" number for such Notes that is
different than the "CUSIP" number printed on the Subsequent Series Notes then
outstanding. Notwithstanding the foregoing, all Notes issued and outstanding
under this Indenture shall vote and consent together on all matters as one class
and no series of Notes will have the right to vote or consent as a separate
class on any matter.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may not be geographically able to do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.
<PAGE>

                                      -23-

         Section 2.3       Registrar and Paying Agent.
                           --------------------------

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

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

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

         The Company shall, prior to each interest record date, notify the
Paying Agent of any wire transfer instructions for payments that it receives
from Holders.

         Section 2.4       Paying Agent to Hold Money in Trust.
                           -----------------------------------

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

         Section 2.5       Holder Lists.
                           ------------

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

         Section 2.6       Transfer and Exchange.
                           ---------------------

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a
<PAGE>

                                      -24-

nominee of such successor Depositary. Global Notes will not be exchanged by the
Company for Definitive Notes unless (i) the Company delivers to the Trustee in
writing notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary; (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee (provided that in no event shall the
Regulation S Temporary Global Note be exchanged by the Company for Definitive
Notes prior to (x) the expiration of the Restricted Period and (y) the receipt
by the Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B)
under the Securities Act and provided, further, there shall be no continuing
Default or Event of Default); or (iii) an Event of Default shall have occurred
and be continuing with respect to the Notes and the Trustee has received a
request from DTC or any Holder to issue Definitive Notes. Upon the occurrence of
any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the Trustee in writing.
Global Notes also may be exchanged or replaced, in whole or in part, as provided
in Sections 2.7 and 2.10. Every Note authenticated and delivered in exchange
for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.6 or Section 2.7 or 2.10, shall be authenticated and delivered in the
form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.6(a); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.6(b) or (f).

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

             (i)    Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the Temporary Regulation S
         Global Note may not be made to a U.S. Person or for the account or
         benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
         interests in any Unrestricted Global Note may be transferred to Persons
         who take delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Note. No written orders or instructions shall be
         required to be delivered to the Registrar to effect the transfers
         described in this Section 2.6(b)(i).

             (ii)   All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests in any Global Note that is not subject to Section
         2.6(b)(i) above, the transferor of such beneficial interest must
         deliver to the Registrar (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase. Upon consummation of the Exchange Offer by the
         Company in accordance with Section 2.6(f), the requirements of this
         Section 2.6(b)(ii) shall be deemed to have been satisfied upon receipt
         by the Registrar of the instructions contained in the Letter of
         Transmittal delivered by the holder of such beneficial interests in the
         Restricted Global Notes. Upon satisfaction of all of the requirements
         for transfer or exchange of beneficial interests in Global Notes
<PAGE>

                                      -25-

         contained in this Indenture and the Notes or otherwise applicable under
         the Securities Act, the Trustee shall adjust the principal amount of
         the relevant Global Note(s) pursuant to Section 2.6(h).

             (iii)  Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.6(b)(ii) and the Registrar
         receives the following:

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

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

             (iv)   Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.6(b)(ii) and:

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

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

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

                    (D) the Registrar receives the following:

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

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

                                      -26-

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

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and execute and, upon receipt of an Authentication Order in
accordance with Section 2.2, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

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

         (c) Transfer and Exchange of Beneficial Interests in Global Notes for
Definitive Notes. A beneficial interest in a Global Note may not be exchanged
for a Definitive Note except under the circumstances described in Section
2.6(a). A beneficial interest in a Global Note may not be transferred to a
Person who takes delivery thereof in the form of a Definitive Note except under
the circumstances described in Section 2.6(a) hereof.

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

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

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

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

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

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

             (E) if such Restricted Definitive Note is being transferred to an
         Institutional Accredited Investor in reliance on an exemption from the
         registration requirements of the Securities Act other than those listed
         in subparagraphs (B) through (D) above, a certificate to the effect set
         forth in Exhibit B, in-
<PAGE>

                                      -27-

         cluding the certifications, certificates and Opinion of Counsel
         required by item (3)(d) thereof, if applicable;

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

             (G) if such Restricted Definitive Note is being transferred
         pursuant to an effective registration statement under the Securities
         Act, a certificate to the effect set forth in Exhibit B, including the
         certifications in item (3)(c) thereof, the Trustee shall cancel the
         Restricted Definitive Note, and increase or cause to be increased the
         aggregate principal amount of, in the case of clause (A) above, the
         appropriate Restricted Global Note, and in the case of clause (B)
         above, the 144A Global Note, and in the case of clause (C) above, the
         Regulation S Global Note.

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

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

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

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

             (D) the Registrar receives the following:

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

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

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

                                      -28-

         Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.6(d)(ii), the Trustee shall cancel the Restricted Definitive Notes and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.

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

         If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at
a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.2, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.6(e), the Registrar shall register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.6(e):

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

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

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

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

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

                                      -29-

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

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

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

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

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

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

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

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

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

                                      -30-

             (i)   Private Placement Legend.
                   ------------------------

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

                    THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
             THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND MAY NOT BE
             OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A
             PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
             INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
             SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
             QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
             REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING
             WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
             (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT
             FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (4)
             PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
             PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO
             AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
             (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
             OF THE UNITED STATES.

                    (B) Notwithstanding the foregoing, any Global Note or
             Definitive Note issued pursuant to subparagraph (b)(iv), (d)(ii),
             (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.6 (and all
             Notes issued in exchange therefor or substitution thereof) shall
             not bear the Private Placement Legend.

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

                    THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN
             THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
             THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
             TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I)
             THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
             PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
             IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE
             INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
             FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)
             THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
             THE PRIOR WRITTEN CONSENT OF THE COMPANY.

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

                                      -31-


             THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE,
         AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR
         CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
         HEREIN).

         (h) Cancellation And/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note or for Definitive Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.
             ------------------------------------------------------

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

             (ii)   No service charge shall be made to a holder of a beneficial
interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.6, 4.10, 4.15 and 9.5).

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

             (iv)   The Registrar shall not be required (A) to register the
transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any mailing of notice of redemption of Notes
for redemption under Section 3.2 and ending at the close of business on the day
of such mailing, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (c) to register the transfer of or to
exchange a Note between a record date and the next succeeding interest payment
date.

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

                                      -32-

             (vi)   The Trustee shall authenticate Global Notes and Definitive
Notes in accordance with the provisions of Section 2.2.

             (vii)  All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.6 to effect
a registration of transfer or exchange may be submitted by facsimile.

             (viii) Each Holder of a Note agrees to indemnify the Company and
the Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Note in violation of any provision of this Indenture
and/or applicable United States federal or state securities law.

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

         Section 2.7       Replacement Notes.
                           -----------------

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

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

         Section 2.8       Outstanding Notes.
                           -----------------

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof and those described in this
Section as not outstanding. Except as set forth in Section 2.9, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.7(b).

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

         If the principal amount of any Note is considered paid under Section
4.1, it ceases to be outstanding and interest on it ceases to accrue.
<PAGE>

                                      -33-

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

         Section 2.9       Treasury Notes.
                           --------------

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

         Section 2.10      Temporary Notes.
                           ---------------

         The Company may prepare and execute and the Trustee, upon receipt of an
Authentication Order, shall authenticate temporary Notes. Temporary Notes shall
be substantially in the form of permanent Notes but may have variations that the
Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. The Company may prepare and execute and the Trustee,
upon receipt of an Authentication Order, shall authenticate permanent Notes in
exchange for temporary Notes.

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

         Section 2.11      Cancellation.
                           ------------

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

         Section 2.12      Defaulted Interest.
                           ------------------

         If the Company defaults in a payment of interest on the Notes, such
interest shall cease to be payable to the Holders on the relevant record date
and the Company shall instead pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.1. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company shall fix or cause
to be fixed each such special record date and payment date, provided that no
such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record
date, the Company (or, upon the written request of the Company, the Trustee in
the name and at the expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the related payment date
and the amount of such interest to be paid.
<PAGE>

                                      -34-

         Section 2.13      CUSIP Numbers.
                           -------------

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


                                   ARTICLE III

                                   REDEMPTION


         Section 3.1       Notice of Redemption to Trustee.
                           -------------------------------

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.7, it shall furnish to the Trustee, at least
30 days but not more than 90 days before the redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price.

         Section 3.2       Selection of Notes to Be Redeemed.
                           ---------------------------------

         If less than all of the Notes are to be redeemed at any time pursuant
to Section 3.7, the Trustee shall select the Notes to be redeemed among the
Holders of the Notes in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the
Notes are not so listed, on a pro rata basis, by lot or by such method as the
Trustee shall deem appropriate. In the event of partial redemption by lot
pursuant to Section 3.7, the particular Notes to be redeemed shall be selected,
unless otherwise provided herein, not less than 30 nor more than 60 days prior
to the redemption date by the Trustee from the outstanding Notes not previously
called for redemption.

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

         Section 3.3       Notice of Redemption to Holders.
                           -------------------------------

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.7, at least 30 days but not more than 60 days
before the redemption date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address. The notice shall identify the Notes to be
redeemed (including "CUSIP" number(s)) and shall state: (i) the redemption date;
(ii) the redemption price; (iii) if any Note is being redeemed in part, the
portion of the principal amount of such Note to be redeemed and that, after the
redemption date upon surrender of such Note, a new Note or Notes in principal
amount equal to the unredeemed portion shall be issued upon cancella-
<PAGE>

                                      -35-

tion of the original Note; (iv) the name and address of the Paying Agent; (v)
that Notes called for redemption must be surrendered to the Paying Agent to
collect the redemption price; (vi) that, unless the Company defaults in making
such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the redemption date; (vii) the paragraph of the Notes and/or
Section of this Indenture pursuant to which the Notes called for redemption are
being redeemed; and (viii) that no representation is made as to the correctness
or accuracy of the "CUSIP" number, if any, listed in such notice or printed on
the Notes.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 60 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

         Section 3.4       Effect of Notice of Redemption.
                           ------------------------------

         Once notice of redemption is mailed in accordance with Section 3.3 or
3.8, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

         Section 3.5       Deposit of Redemption Price.
                           ---------------------------

         No later than 10:00 a.m., New York City time, on the redemption date,
the Company shall deposit with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Paying Agent shall promptly return to the Company any money deposited
with the Paying Agent by the Company in excess of the amounts necessary to pay
the redemption price of, and accrued interest on, all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.1.

         Section 3.6       Notes Redeemed in Part.
                           ----------------------

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

         Section 3.7       Optional Redemption.
                           -------------------

         (a) Except as set forth in paragraph (b) of this Section 3.7, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.7 prior to May 1, 2005. On or after May 1, 2005, the Notes will be subject to
redemption at any time at the option of the Company, in whole or in part, upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest, if any, and Additional Interest thereon, if any, to the
applicable redemp-
<PAGE>

                                      -36-


tion date, if redeemed during the twelve-month period beginning on May 15, of
the years indicated below (subject to the right of Holders of record on relevant
record dates to receive interest due on an interest payment date):

                 Year                                          Redemption Price
                 ----                                          ----------------
                 2005......................................          104.375%
                 2006......................................          102.917%
                 2007......................................          101.458%
                 2008 and thereafter.......................          100.000%

         (b) Notwithstanding the provisions of paragraph (a) of this Section
3.7, at any time and from time to time prior to May 1, 2004, the Company may on
any one or more occasions redeem up to 35% of the aggregate principal amount of
Notes originally issued hereunder within 60 days of one or more Qualified Equity
Offerings with the net proceeds of such offering at a redemption price of
108.75% of the principal amount thereof, plus accrued and unpaid interest and
Additional Interest thereon, if any, to the redemption date (subject to the
right of Holders of record on relevant record dates to receive interest due on
an interest payment date); provided that, after giving effect to any such
redemption, at least 65% of the original aggregate principal amount of the Notes
plus 65% of the aggregate principal amount of any Notes issued pursuant to a
supplemental indenture remains outstanding (excluding Notes held by the Company
and its Subsidiaries).

         (c) Any redemption pursuant to this Section 3.7 shall be made pursuant
to the provisions of Section 3.1 through 3.6.

         Section 3.8       Mandatory Redemption.
                           --------------------

         Except as set forth in Sections 4.10 and 4.15, the Company shall not be
required to make mandatory redemption payments with respect to the Notes.


                                   ARTICLE IV

                                    COVENANTS


         Section 4.1       Payment of Notes.
                           ----------------

         The Company shall pay or cause to be paid the principal of, premium, if
any, Additional Interest, if any, and interest on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest shall
be considered paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due
date money deposited by the Company in immediately available funds and
designated for and sufficient to pay all principal, premium, if any, and
interest then due. At the option of the Company interest may be paid by check
mailed to the address of the Holder as such address appears on the securities
register. The Company shall pay all Additional Interest, if any, in the same
manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under
<PAGE>

                                      -37-


any Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

         Section 4.2       Maintenance of Office or Agency.
                           -------------------------------

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

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

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.3.

         Section 4.3       Reports.
                           -------

         (a) For as long as the Notes are outstanding, the Company will file on
a timely basis with the Commission, to the extent such filings are accepted by
the Commission and whether or not the Company has a class of securities
registered under the Exchange Act, the annual reports, quarterly reports and
other documents that the Company would be required to file pursuant to Section
13 or 15(d) of the Exchange Act if it were subject thereto. The Company will
also be required (i) to file with the Trustee, and mail to each Holder of Notes,
without cost to such Holder, copies of such reports and documents within 15 days
after the date on which the Company files such reports and documents with the
Commission or the date on which the Company would be required to file such
reports and documents if the Company were so required, and (ii) if filing such
reports and documents with the Commission is not accepted by the Commission or
is prohibited under the Exchange Act, to supply at the Company's cost copies of
such reports and documents to any prospective Holder of Notes promptly upon
written request.

         (b) In addition, for so long as any Restricted Global Notes or
Restricted Definitive Notes remain outstanding, the Company and the Guarantors
shall furnish to the Holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

         (c) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).
<PAGE>

                                      -38-

         Section 4.4       Compliance Certificate.
                           ----------------------

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred and be
continuing, describing all such Defaults or Events of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto) and that to his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

         (b) The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee as soon as possible and in any event within ten days,
forthwith upon the Company becoming aware of any Default or Event of Default
that has occurred and is continuing, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.

         Section 4.5       Taxes.
                           -----

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

         Section 4.6       Stay, Extension and Usury Laws.
                           ------------------------------

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

         Section 4.7       Limitation On Restricted Payments.
                           ---------------------------------

         (a) The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, take any of the following actions:

             (i)    declare or pay any dividend on, or make any distribution to
         direct or indirect holders of, any shares of the Capital Stock of the
         Company, including, without limitation, any payment in connection with
         any merger or consolidation involving the Company or any Restricted
         Subsidiary which is not a wholly owned Restricted Subsidiary (other
         than dividends or distributions payable solely in (A)
<PAGE>

                                      -39-

         shares of Qualified Capital Stock of the Company or (B) options,
         warrants or other rights to acquire such shares of Qualified Capital
         Stock);

             (ii)   purchase, redeem or otherwise acquire or retire for value,
         directly or indirectly, any shares of Capital Stock of the Company or
         any Affiliate of the Company, including, without limitation, in
         connection with any merger or consolidation involving the Company
         (other than any Capital Stock owned by the Company or any wholly owned
         Restricted Subsidiary) or any options, warrants or other rights to
         acquire such shares of Capital Stock;

             (iii)  declare or pay any dividend, or make any distribution to
         holders of, any shares of Capital Stock of any Restricted Subsidiary
         (other than to the Company or any of its wholly owned Restricted
         Subsidiaries or to all holders of Capital Stock of such Restricted
         Subsidiary on a pro rata basis);

             (iv)   make any principal payment on, or repurchase, redeem,
         defease or otherwise acquire or retire for value, prior to any
         scheduled principal payment, sinking fund payment or maturity, any
         Subordinated Indebtedness of the Company or any Guarantor or any
         guarantee of the Notes; or

             (v)    make any Investment (other than any Permitted Investment) in
         any Person (such payments or other actions described in (but not
         excluded from) clauses (i) through (v) are collectively referred to as
         "Restricted Payments"), unless at the time of, and immediately after
         giving effect to, the proposed Restricted Payment (the amount of any
         such Restricted Payment, if other than cash, being the Fair Market
         Value of the asset to be transferred), (1) no Default or Event of
         Default shall have occurred and be continuing, (2) after giving pro
         forma effect to such Restricted Payment as if it had been made at the
         beginning of the applicable four-quarter period, the Company could
         incur at least $1.00 of additional Indebtedness (other than Permitted
         Indebtedness) pursuant to Section 4.9 and (3) the aggregate amount of
         all Restricted Payments (as defined both herein and in the Existing
         Indenture for purposes of calculating this clause (3), other than any
         Restricted Payment under the Existing Indenture which would not
         pursuant to the terms of the Existing Indenture be included in the
         aggregate amount of Restricted Payments), including proposed Restricted
         Payments, made after the date of the Existing Indenture shall not
         exceed the sum of:

                    (A) 50% of the cumulative Consolidated Adjusted Net Income
             of the Company (or, if such cumulative Consolidated Adjusted Net
             Income shall be a loss, minus 100% of such loss) accrued on a
             cumulative basis during the period beginning on the first day of
             the Company's first fiscal quarter after the date of the Existing
             Indenture and ending on the last day of the Company's last fiscal
             quarter ending prior to the date of such proposed Restricted
             Payment, plus

                    (B) 100% of the aggregate net cash proceeds received after
             the date of the Existing Indenture by the Company as a contribution
             to its common equity capital or from the issuance or sale (other
             than to any Restricted Subsidiary) of shares of Qualified Capital
             Stock of the Company (including upon the exercise of options,
             warrants or rights) or warrants, options or rights to purchase
             shares of Qualified Capital Stock of the Company, plus

                    (C) the aggregate net cash proceeds received after the date
             of the Existing Indenture by the Company from the issuance or sale
             (other than to any Restricted Subsidiary) of debt securities or
             Redeemable Capital Stock that have been converted into or exchanged
             for Qualified Capital Stock of the Company, to the extent such
             securities were originally sold for
<PAGE>

                                      -40-

             cash, together with the aggregate net cash proceeds received by the
             Company at the time of such conversion or exchange, plus

                    (D) to the extent that any Investment constituting a
             Restricted Payment that was made after the date of the Existing
             Indenture is sold or is otherwise liquidated or repaid, an amount
             (to the extent not included in Consolidated Adjusted Net Income)
             equal to the lesser of (x) the cash proceeds with respect to such
             Investment (less the cost of the disposition of such Investment and
             net of taxes) and (y) the initial amount of such Investment, plus

                    (E) an amount equal to the sum of (x) the net reduction in
             Investments (other than Permitted Investments) in Unrestricted
             Subsidiaries or Exempt Subsidiaries resulting from cash dividends,
             repayments of loans or advances or other transfers of assets, in
             each case to the Company or any Restricted Subsidiary from
             Unrestricted Subsidiaries or Exempt Subsidiaries, plus (y) the
             portion (proportionate to the Company's equity interest in such
             Subsidiary) of the Fair Market Value of the net assets of an
             Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
             designated a Restricted Subsidiary, in each case since January 1,
             1999; provided, however, that the foregoing sum shall not exceed,
             in the case of any Unrestricted Subsidiary, the amount of
             Investments previously made (and treated as a Restricted Payment)
             by the Company or any Restricted Subsidiary in such Unrestricted
             Subsidiary; provided, further, however, that no amount will be
             included under this clause (E) to the extent it is already included
             in Consolidated Net Income of the Company in clause (A) above; plus

                    (F) other Restricted Payments in an aggregate amount not to
             exceed $20,000,000.

         (b) Notwithstanding paragraph (a) above, the Company and its Restricted
Subsidiaries may take the following actions so long as (with respect to clauses
(ii), (iii), (iv), (v), (vi) and (viii) below) at the time of and after giving
effect thereto no Default or Event of Default shall have occurred and be
continuing:

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

             (ii)   the purchase, redemption or other acquisition or retirement
         for value of any shares of Capital Stock of the Company in exchange
         for, or out of the net cash proceeds of a substantially concurrent
         issuance and sale (other than to a Restricted Subsidiary) of, shares of
         Qualified Capital Stock of the Company;

             (iii)  the purchase, redemption, defeasance or other acquisition or
         retirement for value of any Subordinated Indebtedness in exchange for,
         or out of the net cash proceeds of a substantially concurrent issuance
         and sale (other than to a Restricted Subsidiary) of, shares of
         Qualified Capital Stock of the Company;

             (iv)   the purchase of any Subordinated Indebtedness at a purchase
         price no greater than 101% of the principal amount thereof in the event
         of a Change in Control in accordance with provisions similar to Section
         4.15; provided that prior to such purchase the Company has made the
         Change in Control Offer as provided in Section 4.15 with respect to the
         Notes and has purchased all Notes validly tendered for payment in
         connection with such Change in Control Offer;
<PAGE>

                                      -41-

             (v)    the purchase of any Subordinated Indebtedness from Net Cash
         Proceeds to the extent permitted by Section 4.10; provided, however,
         that such purchase will be excluded in subsequent calculations in the
         amount of Restricted Payments;

             (vi)   the purchase, redemption, defeasance or other acquisition or
         retirement for value of any Subordinated Indebtedness (other than
         Redeemable Capital Stock) in exchange for, or out of the Net Cash
         Proceeds of a substantially concurrent incurrence (other than to a
         Restricted Subsidiary) of, new Subordinated Indebtedness so long as (x)
         the principal amount of such new Subordinated Indebtedness does not
         exceed the principal amount (or, if such Subordinated Indebtedness
         being refinanced provides for an amount less than the principal amount
         thereof to be due and payable upon a declaration of acceleration
         thereof, such lesser amount as of the date of determination) of the
         Indebtedness being so purchased, redeemed, defeased, acquired or
         retired, plus the lesser of the amount of any premium required to be
         paid in connection with such refinancing pursuant to the terms of the
         Indebtedness as refinanced or the amount of any premium reasonably
         determined as necessary to accomplish such refinancing, plus, in either
         case, the amount of reasonable expenses of the Company incurred in
         connection with such refinancing, and (y) such new Subordinated
         Indebtedness is subordinated, as applicable, to the Notes to the same
         extent as such Indebtedness so purchased, redeemed, defeased, acquired
         or retired and (z) such new Indebtedness has an Average Life longer
         than the Average Life of the Notes and a final Stated Maturity of
         principal later than the final Stated Maturity of principal of the
         Notes;

             (vii)  repurchases by the Company of its Capital Stock pursuant to
         any stockholder's agreement, management equity subscription plan or
         agreement, stock option plan or agreement or employee benefit plan of
         the Company, in an aggregate amount not to exceed $2.0 million in any
         fiscal year, with any unused amounts in any fiscal year being carried
         over to the next fiscal year;

             (viii) the redemption, repurchase, acquisition or retirement of
         equity interests in any Restricted Subsidiary or any Permitted Joint
         Venture of the Company or a Restricted Subsidiary; provided that if the
         Company or any Restricted Subsidiary incurs Indebtedness in connection
         with such redemption, repurchase, acquisition or retirement, after
         giving effect to such incurrence and such redemption, repurchase,
         acquisition or retirement, the Company would have been permitted to
         incur $1.00 of additional Indebtedness pursuant to the first paragraph
         of Section 4.9;

             (ix)   transactions contemplated by the Transactions; and;

             (x)    the prepayment or conversion of not more than $8.0 million
         of the 6% Convertible Subordinated Debentures Due 2009 of Quorum Health
         Group, Inc. in accordance with the terms thereof.

         The actions described in clauses (i), (ii), (iii) and (vii) (to the
extent not related to the ESOP) of this paragraph (b) shall be Restricted
Payments that shall be permitted to be taken in accordance with this paragraph
(b) but shall reduce the amount that would otherwise be available for Restricted
Payments under paragraph (a) above and the actions described in all other
clauses of this paragraph (b) (including without limitation clause (vii) to the
extent related to the ESOP) shall be Restricted Payments that shall be permitted
to be taken in accordance with this paragraph (b), but shall not reduce the
amount that would otherwise be available for Restricted Payments under paragraph
(a).

         The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
<PAGE>

                                      -42-

Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The Fair Market Value of any non-cash Restricted Payment shall be determined in
good faith by the Board of Directors of the Company whose determination with
respect thereto shall be conclusive. If the Company or a Restricted Subsidiary
makes a Restricted Payment which, at the time of the making of such Restricted
Payment would in the good faith determination of the Company be permitted under
the provisions of this Indenture, such Restricted Payment shall be deemed to
have been made in compliance with this Indenture notwithstanding any subsequent
adjustments made in good faith to the Company's financial statements affecting
Consolidated Adjusted Net Income of the Company for any period.

         Section 4.8       Limitation on Dividend and Other Payment Restrictions
                           Affecting Restricted Subsidiaries.
                           -----------------------------------------------------

         The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, create or otherwise cause to suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make
any other distributions on or in respect of its Capital Stock or other ownership
interest, or any other interest or participation in or measured by, its profits
to the Company or any other Restricted Subsidiary, (b) pay any Indebtedness owed
to the Company or any other Restricted Subsidiary, (c) make loans or advances to
the Company or any other Restricted Subsidiary, (d) transfer any of its
properties or assets to the Company or any other Restricted Subsidiary or (e)
guarantee any Indebtedness of the Company or any other Restricted Subsidiary,
except for such encumbrances or restrictions existing under or by reason of (i)
applicable law, (ii) customary provisions restricting subletting or assignment
of any lease or assignment of any other contract to which the Company or any
Restricted Subsidiary is a party or to which any of their respective properties
or assets are subject, (iii) any agreement or other instrument of a Person
acquired by the Company or any Restricted Subsidiary in existence at the time of
such acquisition (but not created in contemplation thereof), which encumbrance
or restriction is not applicable to any Person, or the properties or assets of
any Person, other than the Person, or the property or assets of the Person, so
acquired, so long as the agreement containing such restriction does not violate
any other provision of this Indenture, (iv) encumbrances and restrictions in
effect on the Issuance Date of the Notes, (v) encumbrances and restrictions
pursuant to the Senior Secured Credit Agreement and its related documentation,
(vi) any encumbrance or restriction contained in contracts for sales of assets
permitted by Section 4.10 with respect to the assets to be sold pursuant to such
contract, (vii) in the case of paragraph (d) above, restrictions contained in
security agreements or mortgages securing Indebtedness of a Restricted
Subsidiary permitted under this Indenture to the extent such restrictions
restrict the transfer of the property subject to such security agreements or
mortgages and (viii) any encumbrance or restriction existing under any agreement
that extends, renews, refinances or replaces the agreements containing the
encumbrances or restrictions in the foregoing clauses (iii) and (iv); provided
that the terms and conditions of any such encumbrances or restrictions are not
materially more restrictive than those under or pursuant to the agreement so
extended, renewed, refinanced or replaced.

         Section 4.9       Limitation on Indebtedness.
                           ---------------------------

         The Company will not, and will not permit any Restricted Subsidiary to,
create, issue, assume, guarantee or in any manner become directly or indirectly
liable for the payment of, or otherwise incur (collectively, "incur"), any
Indebtedness (including any Acquired Indebtedness), other than Permitted
Indebtedness; provided, however, that, so long as no Default or Event of Default
has occurred and is continuing, the Company or any Guarantor may incur
Indebtedness (including Acquired Indebtedness) if at the time of such incurrence
the Consolidated Fixed Charge Coverage Ratio of the Company for the four full
fiscal quarters immediately preceding the incurrence of such Indebtedness for
which consolidated financial statements are available, taken as one period (and
after giving pro forma effect to (i) the incurrence of such Indebtedness and (if
applicable) the applica-
<PAGE>

                                      -43-

tion of the net proceeds therefrom, including to refinance other Indebtedness,
as if such Indebtedness was incurred, and the application of such proceeds
occurred, on the first day of such four-quarter period, (ii) the incurrence,
repayment or retirement of any other Indebtedness by the Company and its
Restricted Subsidiaries since the first day of such four-quarter period as if
such Indebtedness was incurred, repaid or retired on the first day of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average daily balance of such Indebtedness during such four-quarter period)
and (iii) the acquisition (whether by purchase, merger or otherwise) or
disposition (whether by sale, merger or otherwise) of any company, entity or
business (including, without limitation, a Hospital) acquired or disposed of by
the Company or its Restricted Subsidiaries, as the case may be, since the first
day of such four-quarter period, as if such acquisition or disposition occurred
on the first day of such four-quarter period), would have been at least equal to
2.25 to 1. Whenever pro forma effect is to be given to an acquisition or
disposition pursuant to clause (iii) above, such pro forma calculation shall be
determined in accordance with Article 11 of Regulation S-X under the Securities
Act.

         For purposes of determining compliance with this Section 4.9, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories described in paragraphs (a) through (n) of the definition of
Permitted Indebtedness as of the date of incurrence thereof or is entitled to be
incurred pursuant to the first paragraph of this covenant as of the date of
incurrence thereof, the Company may, in its sole discretion, classify or
reclassify such item of Indebtedness in any manner that complies with this
Section 4.9; provided, however, that Indebtedness under the Senior Secured
Credit Agreement outstanding on the date on which the Notes are first issued
shall always be deemed incurred and outstanding under clause (a) of the
definition of Permitted Indebtedness, and the Company may not change the
classification of such Indebtedness.

         For purposes of this Section 4.9, accrual of interest, the accretion of
accreted value and the payment of interest in the form of additional
Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes
of this Section 4.9 and the payment of dividends on Redeemable Capital Stock in
the form of additional shares of the same class of Redeemable Capital Stock will
not be deemed an issuance of Redeemable Capital Stock.

         Section 4.10      Limitation on Sale of Assets.
                           ----------------------------

         (a) The Company will not, and will not permit any Restricted Subsidiary
to, engage in any Asset Sale unless (i) the consideration received by the
Company or such Restricted Subsidiary at the time of such Asset Sale is not less
than the Fair Market Value of the assets sold and (ii) at least 75% of such
consideration consists of cash or Cash Equivalents or Replacement Assets. The
amount of any (A) Indebtedness (other than Subordinated Indebtedness) of the
Company or a Restricted Subsidiary that is actually assumed by the transferee in
such Asset Sale and from which the Company and the Restricted Subsidiaries are
fully released shall be deemed to be cash for purposes of determining the
percentage of cash consideration received by the Company or the Restricted
Subsidiaries and (B) notes, securities or other similar obligations received by
the Company or any Restricted Subsidiary from such transferee that are
converted, sold or exchanged within 30 days of the related Asset Sale by the
Company or the Restricted Subsidiaries into cash shall be deemed to be cash, in
an amount equal to the net cash proceeds realized upon such conversion, sale or
exchange, for purposes of determining the percentage of cash consideration
received by the Company or the Restricted Subsidiaries. Notwithstanding the
foregoing, the 75% limitation referred to in clause (ii) will not apply to (i)
any Asset Sale in which the cash or Cash Equivalents portion of the
consideration received therefrom, determined in accordance with the foregoing
provision, is equal to or greater than what the after-tax proceeds would have
been had such Asset Sale complied with the aforementioned 75% limitation or (ii)
the QHR Disposition.
<PAGE>

                                      -44-

         (b) If the Company or any Restricted Subsidiary engages in an Asset
Sale, the Company may use the Net Cash Proceeds thereof, within 12 months after
such Asset Sale, to (i) prepay any then outstanding loans under the Senior
Secured Credit Agreement, including a permanent reduction in commitment
thereunder; or (ii) invest (or enter into a legally binding agreement to invest)
in other properties or assets to replace the properties or assets that were the
subject of the Asset Sale or in properties and assets that will be used in
businesses of the Company or its Restricted Subsidiaries, as the case may be,
existing at the time such assets are sold, or in any Related Business or in
Capital Stock of a Person, the principal portion of whose assets consist of such
property or assets (provided that the Company or such Restricted Subsidiary
shall acquire at least the same percentage of equity and voting interest in such
Person as the Company or such Restricted Subsidiary held with respect to the
assets disposed of in such Asset Sale) ("Replacement Assets"). Pending the final
application of any such Net Cash Proceeds, the Company may temporarily reduce
amounts outstanding under the Senior Secured Credit Agreement or otherwise
invest such Net Proceeds in any manner that is not prohibited by this Indenture.
If any such legally binding agreement to invest such Net Cash Proceeds is
terminated, then the Company may, within 90 days of such termination or within
12 months of such Asset Sale, whichever is later, invest such Net Cash Proceeds
as provided in clause (i) or (ii) (without regard to the parenthetical contained
in such clause (ii) above). The amount of such Net Cash Proceeds not so used as
set forth above in this paragraph (b) constitutes "Excess Proceeds."

         (c) When the aggregate amount of Excess Proceeds exceeds $15,000,000,
the Company shall, within 30 Business Days, make an offer to purchase (an
"Excess Proceeds Offer") from all Holders of Notes, on a pro rata basis, in
accordance with the procedures set forth below, the maximum principal amount
(expressed as an integral multiple of $1,000) of Notes that may be purchased
with the Excess Proceeds. The offer price as to each Note shall be payable in
cash in an amount equal to 100% of the principal amount of such Note plus
accrued interest, if any, to the date such Excess Proceeds Offer is consummated
("Excess Proceeds Payment"). To the extent that the aggregate principal amount
of Notes tendered pursuant to an Excess Proceeds Offer is less than the Excess
Proceeds, the Company may use such deficiency for any lawful purposes not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes validly tendered and not withdrawn by Holders thereof exceeds the Excess
Proceeds, Notes to be purchased will be selected on a pro rata basis.
Notwithstanding the foregoing, if the Company is required to commence an Excess
Proceeds Offer at any time when securities of the Company ranking pari passu in
right of payment with the Notes are outstanding and the terms of such securities
provide that a similar offer must be made with respect to such other securities,
then the Excess Proceeds Offer for the Notes shall be made concurrently with
such other offers and securities of each issue will be accepted on a pro rata
basis in proportion to the aggregate principal amount of securities of each
issue which the holders thereof elect to have purchased. Any Excess Proceeds
Offer will be made only to the extent permitted under, and subject to prior
compliance with, the terms of agreements governing Indebtedness under the Senior
Secured Credit Agreement. Upon completion of such Excess Proceeds Offer, the
amount of Excess Proceeds shall be reset to zero.

         (d) Upon the commencement of an Excess Proceeds Offer, the Company
shall send, by first class mail, a notice to the Trustee and to each Holder at
its registered address. The notice shall contain all instructions and materials
necessary to enable such Holder to tender Notes pursuant to the Excess Proceeds
Offer. Any Excess Proceeds Offer shall be made to all Holders. The notice, which
shall govern the terms of the Excess Proceeds Offer, shall state: (1) that the
Excess Proceeds Offer is being made pursuant to this Section 4.10; (2) the
Excess Proceeds Offer amount, the Excess Proceeds Payment and the date on which
Notes tendered and accepted for payment shall be purchased, which date shall be
at least 30 days and no later than 60 days from the date such notice is mailed
(the "Excess Proceeds Payment Date"); (3) that any Note not tendered or accepted
for payment shall continue to accrete or accrue interest; (4) that, unless the
Company defaults in making such payment, any Note accepted for payment pursuant
to the Excess Proceeds Offer shall cease to accrete or accrue in-
<PAGE>

                                      -45-

terest after the Excess Proceeds Payment Date; (5) that Holders electing to have
a Note purchased pursuant to the Excess Proceeds Offer may only elect to have
all of such Note purchased and may not elect to have only a portion of such Note
purchased; (6) that Holders electing to have a Note purchased pursuant to any
Excess Proceeds Offer shall be required to surrender the Note, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Note
completed, or transfer by book-entry transfer, to the Company, a depositary, if
appointed by the Company, or the Paying Agent at the address specified in the
notice at least three days before the Excess Proceeds Payment Date; (7) that
Holders shall be entitled to withdraw their election if the Company, the
depositary or the Paying Agent, as the case may be, receives, not later than the
Excess Proceeds Payment Date, a notice setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased; (8)
that, if the aggregate principal amount of Notes surrendered by Holders exceeds
the Excess Proceeds Offer amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be purchased); and (9) that Holders whose
Notes were purchased only in part shall be issued new Notes equal in principal
amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer). the Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the Notes as a result of an Asset Sale.

         (e) On the Excess Proceeds Payment Date, the Company shall, to the
extent lawful: (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Excess Proceeds Offer; (2) deposit with the Paying
Agent an amount equal to the Excess Proceeds Payment in respect of all Notes or
portions thereof so tendered; and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being repurchased by the
Company. the Company shall publicly announce the results of the Excess Proceeds
Offer on the Excess Proceeds Payment Date.

         (f) The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Excess Proceeds Payment for such Notes, and the Trustee shall
promptly authenticate pursuant to an Authentication Order and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in principal
amount to any unrepurchased portion of the Notes surrendered, if any; provided
that each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. However, if the Excess Proceeds Payment Date is on or after an
interest record date and on or before the related interest payment date, any
accrued and unpaid interest shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Excess
Proceeds Offer.

         Section 4.11      Limitation on Transactions with Affiliates.
                           ------------------------------------------

         The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, enter into or make, amend or permit to exist any
contract, agreement, understanding, loan advance, guarantee or other transaction
or series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with, or for the
benefit of, any Affiliate of the Company or any Restricted Subsidiary (other
than the Company or a Restricted Subsidiary) (collectively, "Interested
Persons"), unless (i) such transaction or series of transactions are on terms
that are no less favorable to the Company or such Restricted Subsidiary, as the
case may be, than would have been able to be obtained at the time for a
comparable transaction in arm's-length dealings with third parties that are not
Interested Persons, (ii) with respect to any transaction or series of related
transactions involving aggregate consideration equal to or greater than
$5,000,000 in the aggregate, the Company has delivered an Officers' Certificate
to the Trustee certifying that such transaction or
<PAGE>

                                      -46-

series of transactions complies with clause (i) above and such transaction or
series of related transactions shall have been approved by the Board of
Directors of the Company (including a majority of the Disinterested Directors of
the Company) and (iii) with respect to any transaction or series of related
transactions involving aggregate consideration equal to or greater than
$20,000,000, the Company has obtained a written opinion from an Independent
Financial Advisor certifying that such transaction or series of related
transactions is fair to the Company or its Restricted Subsidiary, as the case
may be, from a financial point of view; provided, however, that this Section
4.11 will not restrict (1) reasonable and customary directors' fees,
indemnification and similar arrangements, consulting fees, employee salaries,
bonuses or employment agreements, compensation or employee benefit arrangements
and incentive arrangements with any officer, director or employee of the Company
or a Restricted Subsidiary entered into in the ordinary course of business, (2)
any transactions made in compliance with Section 4.7 hereof, (3) loans and
advances to officers, directors and employees of the Company or any Restricted
Subsidiary in the ordinary course of business of the Company or any Restricted
Subsidiary not to exceed $25,000,000 in the aggregate outstanding at any time,
and (4) any transactions made in accordance with and pursuant to the Transaction
Agreements.

         Section 4.12      Limitation on Liens.
                           -------------------

         (a) The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, create, incur, assume or suffer to exist any Lien
securing Pari Passu Indebtedness or Subordinated Indebtedness of the Company on
or with respect to any of its property or assets including any shares of stock
or Indebtedness of any Restricted Subsidiary, whether owned on the date of this
Indenture or thereafter acquired, or any income, profits or proceeds therefrom,
or assign or otherwise convey any right to receive income thereon, other than
Permitted Liens, unless (i) in the case of any Lien securing Pari Passu
Indebtedness of the Company, the Notes are secured by a Lien on such property,
assets or proceeds that is senior in priority to or pari passu with such Lien
and (ii) in the case of any Lien securing Subordinated Indebtedness of the
Company, the Notes are secured by a Lien on such property, assets or proceeds
that is senior in priority to such Lien.

         (b) The Company will not permit any Guarantor to, directly or
indirectly, create, incur, assume or suffer to exist any Lien securing Pari
Passu Indebtedness or Subordinated Indebtedness of such Guarantor or with
respect to such Restricted Subsidiary's properties or assets, including any
shares of stock or Indebtedness of any Subsidiary or such Guarantor, whether
owned at the date of this Indenture or thereafter acquired, or any income,
profits or proceeds therefrom, or assign or otherwise convey any right to
receive income thereon, unless (i) in the case of any Lien securing Pari Passu
Indebtedness of the Guarantor, the Note Guarantee of such Guarantor is secured
by a Lien or such property, assets or proceeds that is senior in priority to or
pari passu with such Lien and (ii) in the case of any Lien securing Indebtedness
of such Guarantor that is subordinate to such Guarantor's Note Guarantee, the
Note Guarantee of such Guarantor is secured by a Lien on such property, assets
or proceeds that is senior in priority to such Lien; provided, however, that the
preceding restrictions will not apply to Permitted Liens.

         Section 4.13      Limitation on Unrestricted Subsidiaries.
                           ---------------------------------------

         The Company will not make, and will not permit any of its Restricted
Subsidiaries to make, any Investments in Unrestricted Subsidiaries if, at the
time thereof, the aggregate amount of such Investments would exceed the amount
of Restricted Payments then permitted to be made pursuant to Section 4.7. Any
Investments in Unrestricted Subsidiaries permitted to be made pursuant to this
Section 4.13:

                    (1) will be treated as the making of a Restricted Payment in
         calculating the amount of Restricted Payments made by the Company or a
         Restricted Subsidiary; and
<PAGE>

                                      -47-

                    (2)    may be made in cash or property.

         Section 4.14      Corporate Existence.
                           -------------------

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

         Section 4.15      Purchase of Notes upon Change in Control.
                           ----------------------------------------

         If a Change in Control shall occur at any time, then each Holder of
Notes will have the right to require that the Company purchase such Holder's
Notes, in whole or in part in integral multiples of $1,000, at a purchase price
(the "Change in Control Purchase Price") in cash in an amount ("Change in
Control Payment") equal to 101% of the principal amount thereof, plus accrued
interest, if any, to the date of purchase (the "Change in Control Purchase
Date"), pursuant to the offer described below (the "Change in Control Offer")
and the other procedures set forth below.

         Within 30 days following any Change in Control, the Company shall
notify the Trustee thereof and give written notice of such Change in Control to
each Holder of Notes by first-class mail, postage prepaid, at the address of
such Holder appearing in the security register, describing the transaction or
transactions that constitute the Change in Control and stating, among other
things, (i) the Change in Control Purchase Price and the Change in Control
Purchase Date, which shall be a Business Day no earlier than 30 days nor more
than 60 days from the case such notice is mailed, or such later date as is
necessary to comply with requirements under the Exchange Act or any applicable
securities laws or regulations; (ii) that any Note not tendered will continue to
accrue interest; (iii) that, unless the Company defaults in the payment of the
Change in Control Purchase Price, any Notes accepted for payment pursuant to the
Change in Control Offer shall cease to accrue interest after the Change in
Control Purchase Date; and (iv) certain procedures that a Holder of Notes must
follow to accept a Change in Control Offer or to withdraw such acceptance.

         On the Change in Control Purchase Date, the Company will, to the extent
lawful, (i) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change in Control Offer, (ii) deposit with the Paying Agent an
amount equal to the Change in Control Purchase Price in respect of all Notes or
portions thereof so tendered and (iii) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent will promptly mail to each Holder of Notes so tendered
the Change in Control Purchase Price for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered; provided that each such new Note will be issued in an
original principal amount in denominations of $1,000 or an integral multiple
thereof. Prior to complying with the provisions of this Section 4.15, but in any
event within 90 days following the Change in Control, the Company will either
repay all outstanding Indebtedness under the Senior Secured Credit Agreement or
obtain the requisite consents, if any, under all agreements governing
Indebtedness under the Senior Secured Credit Agreement to permit the repurchase
of Notes required
<PAGE>

                                      -48-

by this Section 4.15. The Company will publicly announce the results of the
Change in Control Offer on or as soon as practicable after the Change of Control
Purchase Date. The Company shall not be required to make a Change in Control
Offer upon a Change in Control if a third party makes the Change in Control
Offer in the manner, at the time and otherwise in compliance with the
requirements applicable to a Change in Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change in
Control Offer.

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

         The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change in Control Payment for such Notes, and the Trustee shall
promptly authenticate pursuant to an Authentication Order and mail (or cause to
be transferred by book entry) to each Holder a new Note equal in principal
amount to any unrepurchased portion of the Notes surrendered, if any; provided
that each such new Note shall be in a principal amount of $1,000 or an integral
multiple thereof. However, if the Change in Control Purchase Date is on or after
an interest record date and on or before the related interest payment date, any
accrued and unpaid interest shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Change in
Control Offer.

         Section 4.16      Subsidiary Guarantees.
                           ---------------------

         The Company shall cause each of its domestic Restricted Subsidiaries,
including any domestic Restricted Subsidiary which becomes a Restricted
Subsidiary after the date of this Indenture, to become a Guarantor under this
Indenture and shall cause each such domestic Restricted Subsidiary to (a)
execute and deliver to the Trustee a supplemental indenture in form reasonably
satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall
unconditionally guarantee all of the Company's obligations under the Notes and
this Indenture on the terms set forth in this Indenture and (b) deliver to the
Trustee an Opinion of Counsel that such supplemental indenture has been duly
authorized, executed and delivered by such Restricted Subsidiary and constitutes
a legal, valid, binding and enforceable obligation of such Restricted
Subsidiary, subject to normal exceptions; provided, however, that so long as no
Default then exists or would arise therefrom, the Company may, by an Officers'
Certificate delivered to the Trustee, designate any non-wholly-owned domestic
Restricted Subsidiary as being exempted from the requirements of this Section
4.16, if at the date of the giving such notice the total consolidated assets of
such Restricted Subsidiary and each other Exempt Subsidiary (calculated on the
date of the giving of such notice in accordance with GAAP on a consolidated
basis for such proposed Exempt Subsidiary and all other Exempt Subsidiaries)
does not exceed 20% of Total Assets of the Company on the date of the giving of
such notice (and upon delivery of such Officers' Certificate to the Trustee such
Restricted Subsidiary shall thereupon be so exempted); provided, further,
however, that no such designation shall be effective (and any such effective
designation shall be automatically rescinded and annulled) if such Restricted
Subsidiary is then, directly or indirectly, an obligor (whether by guarantee,
assumption or any other manner of becoming liable in respect of any
Indebtedness) in respect of Indebtedness which, when added to the Indebtedness
(other than Redeemable Capital Stock issued in the ordinary course of business
(i) that existed prior to the Merger Date or (ii) in an amount not to exceed
$10,000,000 since the Merger Date) of all other Exempt Subsidiaries, exceeds in
the aggregate $10,000,000 at any time outstanding. Thereafter, such Restricted
Subsidiary shall be a Guarantor for all purposes of this Indenture.
<PAGE>

                                      -49-

         Section 4.17      Limitation on Issuances and Sales of Capital Stock of
                           Restricted Subsidiaries.
                           -----------------------------------------------------

         The Company (a) will not permit any Restricted Subsidiary to issue any
Capital Stock (other than to the Company or a wholly owned Restricted
Subsidiary) and (b) will not permit any Person (other than the Company or a
wholly owned Restricted Subsidiary) to own any Capital Stock of any Restricted
Subsidiary; provided, however, that this Section 4.17 shall not prohibit (i) the
issuance or any sale, transfer, lease, conveyance, or other disposition of all,
but not less than all, of the issued and outstanding Capital Stock of any
Restricted Subsidiary owned by the Company or any of its Restricted Subsidiaries
in compliance with the other provisions of this Indenture, so long as the Net
Cash Proceeds, if any, from such sale, transfer, lease, conveyance or other
disposition is applied in accordance with Section 4.10, (ii) the ownership by
other Persons of Qualified Capital Stock issued prior to the time such
Restricted Subsidiary became a Subsidiary of the Company that was neither issued
in contemplation of such Subsidiary becoming a Subsidiary nor acquired at that
time, (iii) the ownership by directors of director qualifying shares or the
ownership by foreign nationals of Capital Stock of any Restricted Subsidiary, to
the extent mandated by applicable law, (iv) arrangements existing on the
original Issuance Date, (v) any issuance, sale or other disposition of Capital
Stock (other than Preferred Stock) of a Restricted Subsidiary if, immediately
after giving effect thereto, such Restricted Subsidiary would remain a
Restricted Subsidiary, or (vi) any issuance, sale or other disposition of
Capital Stock of a Restricted Subsidiary if, immediately after giving effect
thereto, such Person would no longer constitute a Restricted Subsidiary and any
Investment in such Person remaining after giving effect thereto would have been
permitted to be made (and shall be deemed to have been made) under Section 4.7
on the date of such issuance, sale or other disposition.

         Section 4.18      Limitation on Guarantees of Indebtedness by
                           Restricted Subsidiaries.
                           -----------------------------------------------------

         (a) The Company will not permit any Restricted Subsidiary, directly or
indirectly, to guarantee, assume or in any other manner become liable with
respect to any Pari Passu Indebtedness or Subordinated Indebtedness of the
Company unless, with respect to any guarantee by a Restricted Subsidiary of Pari
Passu Indebtedness of the Company, any such guarantee shall be pari passu with
such Restricted Subsidiary's Note Guarantee, if any, and with respect to any
guarantee by a Restricted Subsidiary of Subordinated Indebtedness of the
Company, any such guarantee shall be subordinated to such Restricted
Subsidiary's Note Guarantee at least to the same extent as such guaranteed
Indebtedness is subordinated to the Notes.

         (b) Notwithstanding the foregoing, any guarantee of the Notes created
pursuant to the provisions described in the foregoing paragraph (a) will provide
by its terms that it will automatically and unconditionally be released and
discharged upon (i) any sale, exchange or transfer to any Person not an
Affiliate of the Company of all of the Company's Capital Stock of such
Restricted Subsidiary held directly or indirectly by the Company (which sale,
exchange or transfer is otherwise in compliance with this Indenture) or (ii) the
designation of such Restricted Subsidiary as an Unrestricted Subsidiary or
Exempt Subsidiary in accordance with the terms of this Indenture.

         Section 4.19      Further Assurances.
                           ------------------

         Upon the request of the Trustee or as otherwise required, the Company
and the Guarantors will execute and deliver such further instruments and
undertake such further reasonable action as may be reasonably required to carry
out the purposes of this Indenture.
<PAGE>

                                      -50-


                                    ARTICLE V

                                   SUCCESSORS


         Section 5.1       Consolidation, Merger and Sale of Assets.
                           ----------------------------------------

         The Company will not, in a single transaction or through a series of
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its properties and assets to any other Person or Persons or permit any of its
Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in the sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of the
Company and its Restricted Subsidiaries on a consolidated basis to any other
Person or Persons, unless at the time and immediately after giving effect
thereto (i) either (a) the Company will be the continuing corporation or (b) the
Person (if other than the Company) formed by such consolidation or into which
the Company or such Restricted Subsidiary is merged or the Person that acquires
by sale, assignment, conveyance, transfer, lease or disposition all or
substantially all the properties and assets of the Company and its Restricted
Subsidiaries on a consolidated basis (the "Surviving Entity") (1) will be a
corporation duly organized and validly existing under the laws of the United
States of America, any state thereof or the District of Columbia and (2) will
expressly assume, by a supplemental indenture in form reasonably satisfactory to
the Trustee, the Company's obligation for the due and punctual payment of the
principal of, premium, if any, Additional Interest, if any, and interest on all
the Notes and the performance and observance of every covenant of this Indenture
on the part of the Company to be performed or observed, (ii) immediately before
and immediately after giving effect to such transaction or series of
transactions on a pro forma basis (and treating any obligation of the Company or
any Restricted Subsidiary incurred in connection with or as a result of such
transaction or series of transactions as having been incurred at the time of
such transaction), no Default or Event of Default will have occurred and be
continuing, (iii) immediately before and immediately after giving effect to such
transaction or series of transactions on a pro forma basis (on the assumption
that the transaction or series of transactions occurred on the first day of the
four- quarter period immediately prior to the consummation of such transaction
or series of transactions with the appropriate adjustments with respect to the
transaction or series of transactions being included in such pro forma
calculation), the Company (or the Surviving Entity if the Company is not the
continuing obligor under this Indenture) could incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) under the provisions
of Section 4.9, (iv) immediately after giving effect to such transaction on a
pro forma basis, the Consolidated Net Worth of the Company (or the Surviving
Entity if the Company is not the continuing obligor under this Indenture) is
equal to or greater than the Consolidated Net Worth of the Company immediately
prior to such transaction; and (v) either each Guarantor, unless it is the other
party to the transactions described above, shall have by supplemental indenture
or the Company shall have, by delivering an opinion of counsel to the Company
addressed to the Trustee, confirmed that the Guarantees of each Guarantor will
apply to such Person's obligations under this Indenture and the Notes.

         In connection with any such consolidation, merger, sale, assignment,
conveyance, transfer, lease or other disposition, the Company or the Surviving
Entity shall have delivered to the Trustee, in form and substance reasonably
satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel,
each stating that such consolidation, merger, sale, assignment, conveyance,
transfer, lease or other disposition, and if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with the requirements of this Indenture and that all conditions precedent
herein provided for relating to such transaction have been complied with.
<PAGE>

                                      -51-

         Each Guarantor, if any (other than any Subsidiary whose Note Guarantee
is being released pursuant to the provisions under Section 10.4 or Section 4.18
as a result of such transaction), shall not, and the Company will not permit a
Guarantor to, in a single transaction or through a series of related
transactions, merge or consolidate with or into any other corporation or other
entity (other than the Company or any Guarantor), or sell, assign, convey,
transfer, lease or otherwise dispose of its properties and assets on a
consolidated basis substantially as an entirety to any entity (other than the
Company or any Guarantor) unless (i) either (a) such Guarantor shall be the
continuing corporation or partnership or (b) the Person (if other than such
Guarantor) formed by such consolidation or into which such Guarantor is merged
or the entity which acquires by sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of such
Guarantor, as the case may be, shall be a corporation or partnership organized
and validly existing under the laws of the United States, any state thereof or
the District of Columbia, and shall expressly assume by a supplemental
indenture, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of such Guarantor under the Notes and this
Indenture, (ii) immediately before and immediately after giving effect to such
transaction on a pro forma basis, no Default or Event of Default shall have
occurred and be continuing, and (iii) such Guarantor shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, sale, assignment, conveyance, transfer, lease or
disposition and such supplemental indenture comply with this Indenture.

         Section 5.2       Successor Person Substituted.
                           ----------------------------

         Upon any consolidation or merger, or any sale, assignment, conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company or any Guarantor in accordance with Section 5.1, the
successor Person formed by such consolidation or into which the Company or such
Guarantor, as the case may be, is merged or the successor Person to which such
sale, assignment, conveyance, transfer, lease or disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company or such Guarantor, as the case may be, under this Indenture and/or
the Note Guarantees, as the case may be, with the same effect as if such
successor had been named as the Company or such Guarantor, as the case may be,
herein and/or in the Note Guarantees, as the case may be. When a successor
assumes all the obligations of its predecessor under this Indenture, the Notes
or a Note Guarantee, as the case may be, the predecessor shall be released from
those obligations; provided that in the case of a transfer by lease, the
predecessor shall not be released from the payment of principal and interest on
the Notes or a Note Guarantee, as the case may be.


                                   ARTICLE VI

                              DEFAULTS AND REMEDIES


         Section 6.1       Events of Default.
                           -----------------

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

                  (a) default in the payment of any interest on any Note when it
         becomes due and payable and continuance of such default for a period of
         30 days;

                  (b) default in the payment of the principal of, premium, if
         any, or Additional Interest, if any, on any Note at its Maturity (upon
         acceleration, optional redemption, mandatory redemption, required
         purchase or otherwise);
<PAGE>

                                      -52-


                  (c) default in the performance, or breach, of the provisions
         described in Section 5.1, the failure to make or consummate a Change in
         Control Offer in accordance with the provisions of Section 4.15 or the
         failure to make or consummate an Excess Proceeds Offer in accordance
         with the provisions of Section 4.10;

                  (d) default in the performance, or breach, of any covenant or
         warranty of the Company or any Guarantor contained in this Indenture or
         any Note Guarantee (other than a default in the performance, or breach,
         of a covenant or warranty which is specifically dealt with in clause
         (a), (b) or (c) above) and continuance of such default or breach for a
         period of 30 days after written notice shall have been given to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least 25% in aggregate principal amount of the Notes then
         outstanding;

                  (e) either (i) one or more defaults in the payment of
         principal of or premium, if any, on Indebtedness of the Company or any
         Restricted Subsidiary aggregating $25,000,000 or more, when the same
         becomes due and payable at the Stated Maturity thereof, and such
         default or defaults shall have continued after any applicable grace
         period and shall not have been cured or waived or (ii) Indebtedness of
         the Company or any Restricted Subsidiary aggregating $25,000,000 or
         more shall have been accelerated or otherwise declared due and payable,
         or required to be prepaid or repurchased (other than by regularly
         scheduled required prepayment) prior to the Stated Maturity thereof;

                  (f) one or more final, non-appealable judgments or orders
         shall be rendered against the Company or any Restricted Subsidiary for
         the payment of money, either individually or in an aggregate amount, in
         excess of $25,000,000 (net of any amounts that are fully covered by
         insurance) and shall not be discharged and there shall have been a
         period of 60 consecutive days during which a stay of enforcement of
         such judgment or order, by reason of a pending appeal or otherwise, was
         not in effect;

                  (g) any Note Guarantee of a Material Subsidiary or group of
         Restricted Subsidiaries that, taken together, would constitute a
         Material Subsidiary ceases to be in full force and effect or is
         declared null and void or any Material Subsidiary or group of
         Restricted Subsidiaries that, taken together, would constitute a
         Material Subsidiary denies that it has any further liability under any
         Note Guarantee, or gives notice to such effect (other than by reason of
         the termination of this Indenture or the release of any such Note
         Guarantee in accordance with this Indenture);

                  (h) the Company or any Material Subsidiary or group of
         Restricted Subsidiaries that, taken together, would constitute a
         Material Subsidiary pursuant to or within the meaning of Bankruptcy
         Law:

                      (i)   commences a voluntary case,

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

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

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

                      (v)   shall admit in writing its inability to pay debts
                  generally; or
<PAGE>

                                      -53-

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

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

                      (ii)  appoints a custodian of the Company or any Material
                  Subsidiary or group of Restricted Subsidiaries that, taken
                  together, would constitute a Material Subsidiary or for all or
                  substantially all of the property of the Company or any
                  Material Subsidiary or group of Restricted Subsidiaries that,
                  taken together, would constitute a Material Subsidiary; or

                      (iii) orders the liquidation of the Company or any
                  Material Subsidiary, or group of Restricted Subsidiaries that,
                  taken together, would constitute a Material Subsidiary;

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

         Section 6.2       Acceleration.
                           ------------

         If an Event of Default (other than as specified in paragraphs (h) or
(i) of Section 6.1) shall, occur and be continuing, the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Notes then
outstanding, by written notice to the Company, may, and the Trustee, upon
receipt of the written request and indemnity satisfactory to it from such
Holders, shall declare the principal of, premium, if any, Additional Interest,
if any, and accrued interest on all of the outstanding Notes immediately due and
payable. Upon any such declaration all such amounts payable in respect of the
Notes shall become immediately due and payable. If an Event of Default specified
in paragraph (h) or (i) of Section 6.1 above occurs and is continuing, then the
principal of, premium, if any, Additional Interest, if any, and accrued interest
on all of the outstanding Notes shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder of Notes.

         At any time after a declaration of acceleration, but before a judgment
or decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the outstanding Notes, by
written notice to the Company and the Trustee, may rescind such declaration and
its consequences if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all overdue interest and Additional Interest, if any, on
all outstanding Notes, (ii) all unpaid principal of and premium, if any, on any
outstanding Notes that has become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Notes, (iii) to the
extent that payment of such interest is lawful, interest upon overdue interest,
Additional Interest, if any, and overdue principal at the rate borne by the
Notes, (iv) all sums paid or advanced by the Trustee under this Indenture and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and (b) all Events of Default, other than the
non-payment of amounts of principal of, premium, if any, Additional Interest, if
any, or interest on the Notes that has become due solely by such declaration of
acceleration, have been cured or waived. No such rescission shall affect any
subsequent default or impair any right consequent thereon.
<PAGE>

                                      -54-

         Section 6.3       Other Remedies.
                           --------------

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

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

         Section 6.4       Waiver of Past Defaults.
                           -----------------------

         The Holders of not less than a majority in aggregate principal amount
of the outstanding Notes may, on behalf of the Holders of all the Notes, waive
any past Defaults, except a Default in the payment of the principal of, premium,
if any, Additional Interest, if any, or interest on any Note, or in respect of a
covenant or provision which under this Indenture cannot be modified or amended
without the consent of the Holder of each Note outstanding. Upon such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

         Section 6.5       Control by Majority.
                           -------------------

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. Holders may not enforce this Indenture or the Notes, however,
except as provided in this Indenture. In addition, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines may be unduly prejudicial to the rights of other Holders of
Notes or that may involve the Trustee in personal liability.

         Section 6.6       Limitation on Suits.
                           -------------------

         No individual Holder of any of the Notes has any right to institute any
proceeding with respect to this Indenture or any remedy hereunder, unless the
Holders of at least 25% in aggregate principal amount of the outstanding Notes
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as Trustee under the Notes and this Indenture, the
Trustee has failed to institute such proceeding within 60 days after receipt of
such notice and the Trustee, within such 60-day period, has not received
directions inconsistent with such written request by Holders of a majority in
aggregate principal amount of the outstanding Notes.

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

         Section 6.7       Rights of Holders of Notes to Receive Payment.
                           ---------------------------------------------

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the en-
<PAGE>

                                      -55-

forcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

         Section 6.8       Collection Suit by Trustee.
                           ---------------------------

         If an Event of Default specified in Section 6.1(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Additional Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         Section 6.9       Trustee May File Proofs of Claim.
                           --------------------------------

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

         Section 6.10      Priorities.
                           ----------

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

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

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

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

                                      -56-

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

         Section 6.11      Undertaking for Costs.
                           ---------------------

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


                                   ARTICLE VII

                                     TRUSTEE


         Section 7.1       Duties of Trustee.
                           -----------------

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

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

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

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

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

             (i)    this paragraph does not limit the effect of paragraph (b) of
         this Section 7.1;

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

                                      -57-

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

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

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

         Section 7.2       Rights of Trustee.
                           -----------------

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

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

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

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

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

         (f) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights or powers under this Indenture at the
request or direction of any of the Holders unless such Holders shall have
offered to the Trustee security or indemnity satisfactory to the Trustee against
any loss, liability or expense that might be incurred by it in compliance with
such request or direction.

         (g) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any document, but the Trustee, in its judgment, may
make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney at the sole cost of the
Company, and shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation.

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

                                      -58-

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

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

         Section 7.3       Individual Rights of Trustee.
                           ----------------------------

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

         Section 7.4       Trustee's Disclaimer.
                           --------------------

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

         Section 7.5       Notice of Defaults.
                           ------------------

         If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes as it appears on the Registrar a notice of the Default or
Event of Default within 10 days after it occurs. Except in the case of a Default
or Event of Default relating to the payment of principal or interest on any
Note, the Trustee may withhold the notice if it determines, in good faith, that
withholding the notice is in the interests of the Holders of the Notes.

         Section 7.6       Reports by Trustee to Holders of the Notes.
                           ------------------------------------------

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

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

                                      -59-

         Section 7.7       Compensation and Indemnity.
                           --------------------------

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

         The Company shall fully indemnify the Trustee and any predecessor
Trustee against any and all losses, damages, claims, liabilities or expenses
incurred by it including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee) arising out of or in connection with
the acceptance or administration of its duties under this Indenture, including
the costs and expenses of enforcing this Indenture against the Company
(including this Section 7.7) and defending itself against any claim (whether
asserted by the Company or any Holder or any other person) or liability in
connection with the acceptance, exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss, damage, claim, liability
or expense is determined by a court of competent jurisdiction to have been
caused by its own negligence or bad faith. The Trustee shall notify the Company
promptly of any claim which a Responsible Officer has actually received for
which it may seek indemnity. Failure by the Trustee to so notify the Company
shall not relieve the Company of its obligations hereunder, except to the extent
that the Company is actually prejudiced thereby. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

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

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

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

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

         Section 7.8       Replacement of Trustee.
                           ----------------------

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.8.

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if: (a) the Trustee fails to comply with Section 7.10; (b)
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Law; (c) a custodian or
public officer takes charge of the Trustee or its property; or (d) the Trustee
becomes incapable of acting.
<PAGE>

                                      -60-

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

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

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.7. Notwithstanding replacement of the Trustee pursuant to this
Section 7.8, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

         Section 7.9       Successor Trustee by Merger, etc.
                           --------------------------------

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

         Section 7.10      Eligibility; Disqualification.
                           -----------------------------

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.

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

         Section 7.11      Preferential Collection of Claims Against the
                           Company.
                           ---------------------------------------------

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

                                      -61-

         Section 7.12      Trustee's Application for Instructions from the
                           Company.
                           -----------------------------------------------

         Any application by the Trustee for written instructions from the
Company, may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
five Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


                                  ARTICLE VIII

                  DEFEASANCE AND COVENANT DEFEASANCE; DISCHARGE


         Section 8.1       Option to Effect Defeasance or Covenant Defeasance.
                           --------------------------------------------------

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

         Section 8.2       Defeasance and Discharge.
                           ------------------------

         Upon the Company's exercise under Section 8.1 of the option applicable
to this Section 8.2, the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.4, be deemed to have been discharged from its
obligations with respect to all outstanding Notes and the related Guarantees on
the date the conditions set forth below are satisfied (hereinafter,
"Defeasance"). For this purpose, Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.5 and the other Sections of this Indenture referred to
in (a) and (b) below, and to have satisfied all its other obligations under such
Notes and this Indenture (and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive,
solely from the trust fund described in Section 8.4, and as more fully set forth
in such Section 8.4, payments in respect of the principal of, premium, if any,
Additional Interest, if any, and interest on such Notes when such payments are
due, (b) the Company's obligations with respect to such Notes under Article II
and Section 4.2, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (d)
this Article VIII. Subject to compliance with this Article VIII, the Company may
exercise its option under this Section 8.2 notwithstanding the prior exercise of
its option under Section 8.3.

         Section 8.3       Covenant Defeasance.
                           -------------------

         Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company and each Guarantor shall, subject to
the satisfaction of the conditions set forth in Section 8.4 hereof, be released
from their obligations under the covenants contained in Sections 4.3, 4.4, 4.7,
4.8, 4.9, 4.10, 4.11,
<PAGE>

                                      -62-

4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and clauses (ii), (iii) and (iv) of Section
5.1 hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.4 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company and each Guarantor may omit to comply with and
shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 6.1, but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under Section 8.1 of the option applicable to this Section
8.3, subject to the satisfaction of the conditions set forth in Section 8.4,
Sections 6.1(c) through 6.1(f) shall not constitute Events of Default.

         Section 8.4       Conditions to Defeasance or Covenant Defeasance.
                           -----------------------------------------------

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

                  (a) the Company must irrevocably deposit or cause to be
         deposited with the Trustee, as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Notes, money in an amount, or non-callable U.S.
         Government Obligations which through the scheduled payment of principal
         and interest thereon will provide money in an amount, or a combination
         thereof, sufficient, in the opinion of a nationally recognized firm of
         independent public accountants, to pay and discharge the principal of,
         premium, if any, Additional Interest, if any, and interest on the
         outstanding Notes on the Stated Maturity (or upon redemption, if
         applicable) of such principal, premium, if any, Additional Interest, if
         any, or installment of interest;

                  (b) in the case of an election under Section 8.2, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         the Company has received from, or there has been published by, the
         Internal Revenue Service a ruling, or since the date of the final
         offering memorandum, there has been a change in applicable federal
         income tax law, in either case to the effect that, and based thereon
         such opinion shall confirm that the Holders of the outstanding Notes
         will not recognize income, gain or loss for federal income tax purposes
         as a result of such 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 Defeasance had not occurred;

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

                  (d) no Default or Event of Default will have occurred and be
         continuing on the date of such deposit or, insofar as an event of
         bankruptcy under paragraphs (h) and (i) of Section 6.1 is concerned, at
         any time during the period ending on the 91st day after the date of
         such deposit;
<PAGE>

                                      -63-

                  (e) such Defeasance or Covenant Defeasance will not result in
         a breach or violation of, or constitute a default under, this
         Indenture, the Senior Secured Credit Agreement or any other material
         agreement or instrument to which the Company or any Guarantor is a
         party or by which it is bound;

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

                  (g) the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of Notes or any Note
         Guarantee over the other creditors of either the Company or any
         Guarantor with the intent of hindering, delaying or defrauding
         creditors of either the Company or any Guarantor; and

                  (h) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to either the Defeasance or
         the Covenant Defeasance, as the case may be, have been complied with.

         Section 8.5       Deposited Money and U.S. Government Obligations to Be
                           Held in Trust; Other Miscellaneous Provisions.
                           -----------------------------------------------------

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

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

         Anything in this Article VIII to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or non- callable U.S. Government Obligations held by it
as provided in Section 8.4 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.4(a)), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance.

         Section 8.6       Repayment to the Company.
                           ------------------------

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium, if any,
Additional Interest, if any, or interest on any Note and remaining unclaimed for
two years after such principal, and premium, if any, or interest has become due
and payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such
<PAGE>

                                      -64-

trust; and the Holder of such Note shall thereafter, as a secured creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in The New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

         Section 8.7       Reinstatement.
                           -------------

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non- callable U.S. Government Obligations in accordance with Section
8.2 or 8.3, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.2 or 8.3 until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.2 or 8.3, as the case may
be; provided, however, that, if the Company makes any payment of principal of,
premium, if any, Additional Interest, if any, or interest on any Note following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.

         Section 8.8       Discharge.
                           ---------

         This Indenture will cease to be of further effect (except as to
surviving rights of registration of transfer or exchange of the Notes as
expressly provided for in this Indenture and the compensation and
indemnification provisions relating to the Trustee) and the Trustee, at the
expense of the Company, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture when (a) either (i) all the Notes
theretofore authenticated and delivered (other than destroyed, lost or stolen
Notes which have been replaced or paid and Notes for whose payment money has
been deposited in trust with the Trustee or any paying agent or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust as provided for in this Indenture) have been delivered to the
Trustee for cancellation or (ii) all Notes not theretofore delivered to the
Trustee for cancellation (x) have become due and payable, (y) will become due
and payable at Stated Maturity within one year or (z) are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company has irrevocably deposited or caused to
be deposited with the Trustee as trust funds in trust for such purpose an amount
sufficient to pay and discharge the entire Indebtedness on the Notes not
theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, Additional Interest, if any, and interest on the Notes to the
date of such deposit (in the case of Notes which have become due and payable) or
to the Stated Maturity or redemption date, as the case may be, (b) the Company
has paid or caused to be paid all sums payable under this Indenture by the
Company, and (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided in this Indenture relating to the satisfaction and discharge
of this Indenture have been complied with.
<PAGE>

                                      -65-


                                   ARTICLE IX

                        AMENDMENT, SUPPLEMENT AND WAIVER


         Section 9.1       Without Consent of Holders of Notes.
                           -----------------------------------

         Notwithstanding Section 9.2, the Company and the Trustee may amend or
supplement this Indenture or the Notes without notice to or the consent of any
Holder of a Note: (a) to evidence the succession of another Person to the
Company, a Guarantor or any other obligor on the Notes, and the assumption by
any such successor of the covenants of the Company or such obligor or Guarantor
in this Indenture and in the Notes and in any Note Guarantee in accordance with
Article V; (b) to add to the covenants of the Company, any Guarantor or any
other obligor upon the Notes for the benefit of the Holders of the Notes or to
surrender any right or power conferred upon the Company or any other obligor
upon the Notes, as applicable, in this Indenture, in the Notes or in any Note
Guarantee; (c) to cure any ambiguity, or to correct or supplement any provision
in this Indenture, the Notes or any Note Guarantee which may be defective or
inconsistent with any other provision in this Indenture, the Notes or any Note
Guarantee or make any other provisions with respect to matters or questions
arising under this Indenture, the Notes or any Note Guarantee; provided that, in
each case, such provisions shall not adversely affect the interest of the
Holders of the Notes; (d) to comply with the requirements of the Commission in
order to effect or maintain the qualification of this Indenture under the TIA;
(e) to add a Guarantor under this Indenture; (f) to evidence and provide the
acceptance of the appointment of a successor Trustee under this Indenture; or
(g) to mortgage, pledge, hypothecate or grant a security interest in favor of
the Trustee for the benefit of the Holders of the Notes as additional security
for the payment and performance of the Company's and any Guarantor's obligations
under this Indenture, in any property, or assets, including any of which are
required to be mortgaged, pledged or hypothecated, or in which a security is
required to be granted to the Trustee pursuant to this Indenture or otherwise.

         Upon the written request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of any of the documents
requested by it pursuant to Section 7.2(b), the Trustee shall join with the
Company and the Guarantors in the execution of such amended or supplemental
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its judgment, but shall not be
obligated to, enter into such amended or supplemental Indenture.

         Section 9.2       With Consent of Holders of Notes.
                           --------------------------------

         Except as provided below in this Section 9.2, the Company and the
Trustee may amend or supplement this Indenture (including Sections 4.10 and
4.15) or the Notes and/or any Note Guarantees may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding voting as a single class (including, without
limitation, consents obtained in connection with a purchase of, tender offer or
exchange offer for, Notes), and, subject to Sections 6.4 and 6.7, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, Additional Interest, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Notes or the Note Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including consents
obtained in connection with a purchase of, tender offer or exchange offer for,
Notes). Section 2.8 shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.2.
<PAGE>

                                      -66-

         Upon the written request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of any document requested by it pursuant to
Section 7.2(b), the Trustee shall join with the Company and the Guarantors in
the execution of such amended or supplemental Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, unless
such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

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

         After an amendment, supplement or waiver under this Section 9.2 becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.4 and 6.7, the Holders of a majority
in aggregate principal amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company and/or the
Guarantors with any provision of this Indenture, the Notes or the Notes
Guarantees. However, without the consent of each Holder affected, an amendment
or waiver under this Section 9.2 may not (with respect to any Notes held by a
non-consenting Holder):

                  (a) change the Stated Maturity of the principal of, or any
         installment of interest on, any Note, or reduce the principal amount
         thereof, or premium, if any, or the rate of interest thereon or change
         the coin or currency in which the principal of any Note or any premium
         or the interest thereon is payable, or impair the right to institute
         suit for the enforcement of any such payment after the Stated Maturity
         thereof (or, in the case of redemption, on or after the redemption
         date);

                  (b) following the occurrence of an Asset Sale, amend, change
         or modify the obligation of the Company to make and consummate an
         Excess Proceeds Offer with respect to any Asset Sale in accordance with
         Section 4.10, including amending, changing or modifying any definition
         relating thereto in any manner materially adverse to the Holders of the
         Notes affected thereby;

                  (c) following the occurrence of a Change in Control, amend,
         change or modify the obligation of the Company to make and consummate a
         Change in Control Offer in the event of a Change in Control in
         accordance with Section 4.15, including amending, changing or modifying
         any definition relating thereto in any manner materially adverse to the
         Holders of the Notes affected thereby;

                  (d) reduce the percentage in principal amount of outstanding
         Notes, the consent of whose Holders is required for any such
         supplemental indenture or the consent of whose Holders is required for
         any waiver of compliance with certain provisions of this Indenture;

                  (e) modify any of the provisions relating to supplemental
         indentures requiring the consent of Holders or relating to the waiver
         of past defaults or relating to the waiver of certain covenants, except
         to increase the percentage of outstanding Notes required for such
         actions or to provide that cer-
<PAGE>

                                      -67-

         tain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Note affected thereby; or

                  (f) amend or modify any of the provisions of this Indenture
         relating to any Note Guarantee in any manner adverse to the Holders of
         the Notes.

         Section 9.3       Revocation and Effect of Consents.
                           ---------------------------------

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

         Section 9.4       Notation on or Exchange of Notes.
                           --------------------------------

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

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

         Section 9.5       Trustee to Sign Amendments, etc.
                           -------------------------------

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article IX if the amendment or supplement does not in the
judgment of the Trustee adversely affect the rights, duties, liabilities or
immunities of the Trustee. The Company may not sign an amendment or supplemental
Indenture until its Board of Directors approves it. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.1) shall be fully protected in relying upon, in addition to the
documents required by Section 11.4, an Officers' Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental Indenture is
authorized or permitted by this Indenture.


                                    ARTICLE X

                                 NOTE GUARANTEES


         Section 10.1      Guarantee.
                           ---------

         Subject to this Article X, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of, premium, if any, Additional Interest, if any, and interest on the Notes will
be promptly paid by the Company in full when due, whether at maturity, by
accelera-
<PAGE>

                                      -68-

tion, redemption or otherwise, and interest on the overdue principal of,
premium, if any, Additional Interest, if any, and interest on the Notes, if any,
if lawful, and all other obligations of the Company to the Holders or the
Trustee hereunder or thereunder will be promptly paid by the Company in full or
performed by the Company, all in accordance with the terms hereof and thereof;
and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, that same will be promptly paid by the Company in
full when due or performed by the Company in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due by the Company of any amount so guaranteed or any
performance so guaranteed which failure continues for three days after demand
therefor is made to the Company for whatever reason, the Guarantors shall be
jointly and severally obligated to pay the same immediately. Each Guarantor
agrees that this is a guarantee of payment and not a guarantee of collection.

         The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment (except as specifically
provided in the preceding paragraph), filing of claims with a court in the event
of insolvency or bankruptcy of the Company, any right to require a proceeding
first against the Company, protest, notice and all demands (except as
specifically provided in the preceding paragraph) whatsoever and covenant that
this Note Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture.

         If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

         Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article VI
hereof for the purposes of this Note Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article VI hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee, failing
payment when due by the Company which failure continues for three days after
demand therefor is made to the Company. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Guarantee.

         Section 10.2      Limitation on Guarantor Liability.
                           ---------------------------------

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor under its Note Guarantee and this Article X shall be limited to the
maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant
<PAGE>

                                      -69-

under such laws, and after giving effect to any collections from, rights to
receive contribution from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this
Article X, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent transfer or conveyance.

         Section 10.3      Execution and Delivery of Note Guarantee.
                           ----------------------------------------

         To evidence the Note Guarantees set forth in Section 10.1, the Company
hereby agrees to cause a notation of such Note Guarantee substantially in the
form of Exhibit E to be endorsed by manual or facsimile signature by an Officer
of each Guarantor on each Note authenticated and delivered by the Trustee and
that a supplemental indenture shall be executed on behalf of each Guarantor by
its President, Executive or Senior Vice President, Treasurer or one of its Vice
Presidents. The Company shall cause all future Guarantors to execute a
Supplemental Indenture substantially in the form of Exhibit F.

         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.1 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

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

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

         In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.16 hereof the
Company shall cause such Subsidiaries to execute supplemental indentures to this
Indenture and Note Guarantees in accordance with Section 4.16 and this Article
X, to the extent applicable; provided that all Subsidiaries that have properly
been designated as Unrestricted Subsidiaries in accordance with this Indenture
(a) will not be subject to the requirements of Section 4.16 and (b) be released
from all obligations under any Note Guarantee, in each case for so long as they
continue to constitute Unrestricted Subsidiaries.

         Section 10.4      Releases Following Sale of Assets or Capital Stock.
                           --------------------------------------------------

         The Note Guarantee of a Guarantor will be released:

                  (a) in connection with any sale or other disposition of all or
         substantially all of the assets of such Guarantor (including by way of
         merger or consolidation), if the Company applies the Excess Proceeds of
         that sale or other disposition in accordance with the applicable
         provisions of this Indenture, including, without limitation, Section
         4.10; or

                  (b) in connection with any sale of all of the Capital Stock of
         a Guarantor to any Person that is not an Affiliate of the Company, if
         the Company applies the Excess Proceeds of that sale in accordance with
         the applicable provisions of this Indenture, including, without
         limitation, Section 4.10; or

                  (c) if the Company designates any Restricted Subsidiary that
         is a Guarantor as an Unrestricted Subsidiary or Exempt Subsidiary in
         accordance with this Indenture.
<PAGE>

                                      -70-

         The Trustee will provide any written confirmation or evidence of the
termination of such Note Guarantee as reasonably required by the representative.

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


                                   ARTICLE XI

                                  MISCELLANEOUS


         Section 11.1      Trust Indenture Act Controls.
                           ----------------------------

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

         Section 11.2      Notices.
                           -------

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in person or
mailed by first class mail (registered or certified, return receipt requested),
or sent by telecopier or overnight courier guaranteeing next day delivery, to
the other's address.

         If to the Company and/or any Guarantor:

                  Triad Hospitals, Inc.
                  13455 Noel Road, 20th Floor
                  Dallas, Texas  75240
                  Telecopier No.:  (972) 663-3945
                  Attention:  Chief Financial Officer

         With a copy to:

                  Dewey Ballantine LLP
                  1301 Avenue of the Americas
                  New York, New York  10019
                  Telecopier No.:  (212) 259-6333
                  Attention:  Morton A. Pierce, Esq.

         If to the Trustee:

                  Citibank N.A.
                  111 Wall Street, 14th Floor
                  New York, New York  10005
                  Telecopier No.:  (212) 657-3862
                  Attention:  Citibank Agency & Trust Services
                  Re:  Triad Hospitals, Inc.
<PAGE>

                                      -71-

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

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

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

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

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

         Section 11.3      Communication by Holders of Notes with Other Holders
                           of Notes.
                           ----------------------------------------------------

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

         Section 11.4      Certificate and Opinion as to Conditions Precedent.
                           --------------------------------------------------

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

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

                  (b) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which shall include the statements set
         forth in Section 11.5) stating that, in the opinion of such counsel,
         all such conditions precedent and covenants have been satisfied.

         Section 11.5      Statements Required in Certificate or Opinion.
                           ---------------------------------------------

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

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

                                      -72-

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

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

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

         Section 11.6      Rules by Trustee and Agents.
                           ---------------------------

         The Trustee may make reasonable rules for action by or at a meeting of
Holders.

         The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

         Section 11.7      No Personal Liability of Directors, Officers,
                           Employees and Stockholders.
                           ---------------------------------------------

         No director, officer, employee, incorporator or stockholder of the
Company or any Guarantor, as such, shall have any liability for any obligations
of the Company or such Guarantor under the Notes, this Indenture, the Note
Guarantees, the Registration Rights Agreement or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

         Section 11.8      Governing Law.
                           -------------

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES.

         Section 11.9      No Adverse Interpretation of Other Agreements.
                           ---------------------------------------------

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

         Section 11.10     Successors.
                           ----------

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

         Section 11.11     Severability.
                           ------------

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

                                      -73-

         Section 11.12     Counterpart Originals; Acceptance by Trustee.
                           --------------------------------------------

         The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement. The Trustee hereby accepts the trusts in this Indenture declared or
provided, upon the terms and conditions hereinabove set forth.

         Section 11.13     Table of Contents, Headings, etc.
                           --------------------------------

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

                         [Signatures on following page]
<PAGE>

                                      -74-

                                   SIGNATURES


Dated as of April 27, 2001
                                            TRIAD HOSPITALS, INC.


                                            By: /s/ BURKE WHITMAN
                                                --------------------------------
                                                Name:  Burke Whitman
                                                Title: Executive Vice President


                                            CITIBANK N.A. as Trustee


                                            By: /s/ WAFAA ORFY
                                                --------------------------------
                                                Name:  Wafaa Orfy
                                                Title: Assistant Vice President
<PAGE>

                                      -75-

                                            ALICE HOSPITAL, LLC, as guarantor

                                            By: APS MEDICAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            ALICE SURGEONS, LLC, as guarantor

                                            By: APS MEDICAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            AMARILLO SURGICARE I, LLC, as
                                            guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            APS MEDICAL, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            ARIZONA ASC MANAGEMENT, INC.,
                                              as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -76-


                                            ARIZONA DH, LLC, as guarantor


                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            ARIZONA MEDCO, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            BEAUCO, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            BEAUMONT MEDICAL CENTER, L.P.,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                BEAUMONT REGIONAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -77-


                                            BEAUMONT REGIONAL, LLC, as guarantor

                                            By: BEAUCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            BRAZOS MEDCO, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            BRAZOS VALLEY OF TEXAS, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                BRAZOS VALLEY SURGICAL
                                                  CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            BRAZOS VALLEY SURGICAL CENTER, LLC,
                                              as guarantor

                                            By: BRAZOS MEDCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -78-

                                            BROWNWOOD HOSPITAL, L.P., as
                                               guarantor

                                            By: GENERAL PARTNER:

                                                BROWNWOOD MEDICAL CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            BROWNWOOD MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: SOUTHERN TEXAS MEDICAL CENTER,
                                                LLC

                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            BVSC, LLC, as guarantor

                                            By: BRAZOS MEDCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CARLSBAD MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -79-


                                            CLAREMORE PHYSICIANS, LLC, as
                                               guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CLAREMORE REGIONAL HOSPITAL, LLC,
                                              as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CLINICO, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            COLLEGE STATION HOSPITAL, L.P.,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                COLLEGE STATION MEDICAL
                                                  CENTER, LLC

                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -80-


                                            COLLEGE STATION MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: COLLEGE STATION MERGER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            COLLEGE STATION MERGER, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CORONADO HOSPITAL, LLC, as guarantor

                                            By: CORONADO MEDICAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CORONADO MEDICAL, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -81-

                                            CRESTWOOD HEALTHCARE, L.P., as
                                               guarantor

                                            By: GENERAL PARTNER:

                                                CRESTWOOD HOSPITAL &
                                                  NURSING HOME, INC.

                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CRESTWOOD HOSPITAL & NURSING
                                              HOME, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CRESTWOOD HOSPITAL HOLDINGS, INC.,
                                              as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CSDS, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            CSMC, LLC, as guarantor

                                            By: COLLEGE STATION MERGER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -82-


                                            DALLAS PHY SERVICE, LLC, as
                                                guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            DALLAS PHYSICIAN PRACTICE, L.P.,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                DFW PHYSERV, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            DAY SURGERY, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            DETAR HOSPITAL, LLC, as guarantor

                                            By: VHC MEDICAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -83-


                                            DFW PHYSERV, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            DOCTORS MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: MID-PLAINS, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            DOCTORS OF LAREDO, LLC, as guarantor

                                            By: MID-PLAINS, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            DOUGLAS MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -84-


                                            E.D. CLINICS, LLC, as guarantor

                                            By: ARIZONA MEDCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            EL DORADO MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: ARIZONA MEDCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            EYE INSTITUTE OF SOUTHERN
                                              ARIZONA, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            GCMC, LLC, as guarantor

                                            By: WHARTON MEDCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -85-


                                            GH TEXAS, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            GHC HOSPITAL, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            GHC HUNTINGTON BEACH, LLC, as
                                              guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            GRB REAL ESTATE, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            GREENBRIER VMC, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -86-


                                            GULF COAST HOSPITAL, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                GULF COAST MEDICAL CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            GULF COAST MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: WHARTON MEDCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HDP DEQUEEN, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HDP WOODLAND HEIGHTS, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                HDP WOODLAND PROPERTY, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -87-


                                            HDP WOODLAND PROPERTY, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HDPWH, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HEALDSBURG OF CALIFORNIA, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HIH, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -88-


                                            HOBBS MEDCO, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HOBBS PHYSICIAN PRACTICE, LLC,
                                              as guarantor

                                            By: HOBBS MEDCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HOSPITAL OF BEAUMONT, LLC, as
                                              guarantor

                                            By: BEAUCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HUNTINGTON BEACH AMDECO, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -89-


                                            IRHC, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            KENSINGCARE, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            LAKE AREA PHYSICIAN SERVICES, LLC
                                              as guarantor

                                            By: WOMEN & CHILDREN'S HOSPITAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            LAREDO HOSPITAL, L.P., as guarantor

                                            By: GENERAL PARTNER:

                                                DOCTORS OF LAREDO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -90-


                                            LAS CRUCES MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            LEA REGIONAL HOSPITAL, LLC, as
                                              guarantor

                                            By: HOBBS MEDCO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            LONGVIEW MEDICAL CENTER, L.P.,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                REGIONAL HOSPITAL OF
                                                  LONGVIEW, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            LONGVIEW MERGER, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -91-


                                            LRH, LLC, as guarantor

                                            By: LONGVIEW MERGER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            LS PSYCHIATRIC, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MCI PANHANDLE SURGICAL, L.P.,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                PANHANDLE PROPERTY, LLC

                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MEDICAL CENTER AT TERRELL, LLC,
                                              as guarantor

                                            By: TRIAD-MEDICAL CENTER AT
                                                  TERRELL SUBSIDIARY, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -92-


                                            MEDICAL CENTER OF BROWNWOOD, LLC,
                                              as guarantor

                                            By: SOUTHERN TEXAS MEDICAL
                                                  CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MEDICAL HOLDINGS, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MEDICAL MANAGEMENT, INC., as
                                              guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MEDICAL PARK HOSPITAL, LLC, as
                                              guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MEDICAL PARK MSO, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -93-


                                            MEMORIAL HOSPITAL, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MID-PLAINS, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MISSION BAY MEMORIAL HOSPITAL, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            MISSOURI HEALTHSERV, LLC, as
                                              guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -94-


                                            NAVARRO HOSPITAL, L.P., as guarantor

                                            By: GENERAL PARTNER:

                                                NAVARRO REGIONAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            NAVARRO REGIONAL, LLC, as guarantor

                                            By: TRIAD-NAVARRO REGIONAL
                                                  HOSPITAL SUBSIDIARY, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            NORTHWEST HOSPITAL, LLC, as
                                              guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            NORTHWEST RANCHO VISTOSO IMAGING
                                              SERVICES, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -95-


                                            NRH, LLC, as guarantor

                                            By: TRIAD-NAVARRO REGIONAL
                                                  HOSPITAL SUBSIDIARY, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            OREGON HEALTHCORP, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            OPRMC, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PACIFIC EAST DIVISION OFFICE, L.P.,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                TRIAD TEXAS, LLC

                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -96-


                                            PACIFIC GROUP ASC DIVISION, INC.,
                                              as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PACIFIC PHYSICIANS SERVICE, LLC,
                                              as guarantor

                                            By: SPROCKET MEDICAL
                                                  MANAGEMENT, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PACIFIC WEST DIVISION OFFICE, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PALM DRIVE HOSPITAL, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                PALM DRIVE MEDICAL CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -97-


                                            PALM DRIVE MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: SEBASTOPOL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PAMPA HOSPITAL, L.P., as guarantor

                                            By: GENERAL PARTNER:

                                                PAMPA MEDICAL CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PAMPA MEDICAL CENTER, LLC, as
                                              guarantor

                                            By: CORONADO MEDICAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PANHANDLE MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -98-


                                            PANHANDLE PROPERTY, LLC, as
                                              guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PANHANDLE SURGICAL HOSPITAL, L.P.,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                PANHANDLE MEDICAL CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PANHANDLE, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PDMC, LLC, as guarantor

                                            By: SEBASTOPOL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -99-


                                            PECOS VALLEY OF NEW MEXICO, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PHOENIX AMDECO, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PHOENIX SURGICAL, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            HOSPITAL OF ALICE, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                ALICE HOSPITAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                     -100-


                                            PHYS-MED, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PINEY WOODS HEALTHCARE
                                              SYSTEM, L.P., as guarantor

                                            By: GENERAL PARTNER:

                                                WOODLAND HEIGHTS
                                                  MEDICAL CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PRIMARY MEDICAL, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            PSYCHIATRIC SERVICES OF
                                              PARADISE VALLEY, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                     -101-


                                            REGIONAL HOSPITAL OF LONGVIEW, LLC,
                                              as guarantor

                                            By: LONGVIEW MERGER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SACMC, LLC, as guarantor

                                            By: SAN ANGELO MEDICAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SAN ANGELO COMMUNITY
                                              MEDICAL CENTER, LLC, as guarantor

                                            By: SAN ANGELO MEDICAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SAN ANGELO HOSPITAL, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                SAN ANGELO COMMUNITY
                                                  MEDICAL CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                     -102-


                                            SAN ANGELO MEDICAL, LLC, as
                                              guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SAN DIEGO HOSPITAL, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                MISSION BAY MEMORIAL
                                                  HOSPITAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SAN LEANDRO HOSPITAL, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                SAN LEANDRO MEDICAL
                                                  CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SAN LEANDRO MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: SAN LEANDRO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                     -103-


                                            SAN LEANDRO, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SDH, LLC, as guarantor

                                            By: SILSBEE TEXAS, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SEBASTOPOL, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SILSBEE DOCTORS HOSPITAL, L.P.,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                SILSBEE MEDICAL CENTER, LLC

                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                     -104-


                                            SILSBEE TEXAS, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SLH, LLC, as guarantor

                                            By: SAN LEANDRO, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SOUTH ALABAMA MANAGED CARE
                                              CONTRACTING, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SOUTH ALABAMA MEDICAL
                                              MANAGEMENT SERVICES, INC., as
                                              guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SOUTH ALABAMA PHYSICIAN
                                              SERVICES, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                     -105-


                                            SOUTH ARKANSAS CLINIC, LLC, as
                                              guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SOUTHCREST, L.L.C., as guarantor

                                            By: TRIAD-SOUTH TULSA HOSPITAL
                                                  COMPANY, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SOUTHERN TEXAS MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SPROCKET MEDICAL MANAGEMENT, INC.,
                                              as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                     -106-


                                            SURGICAL CENTER OF AMARILLO, LLC,
                                              as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SURGICARE OF INDEPENDENCE, INC.,
                                              as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SURGICARE OF SAN LEANDRO, INC.,
                                              as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SURGICARE OF SOUTHEAST TEXAS I, LLC,
                                              as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SURGICARE OF VICTORIA, INC., as
                                              guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -107-


                                            SURGICARE OUTPATIENT CENTER OF
                                              LAKE CHARLES, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SURGICENTER OF JOHNSON COUNTY, INC.,
                                              as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            SURGICENTERS OF AMERICA, INC.,
                                              as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TERRELL HOSPITAL, L.P., as guarantor

                                            By: GENERAL PARTNER:

                                                TERRELL MEDICAL CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -108-


                                            TERRELL MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: TRIAD-MEDICAL CENTER AT
                                                  TERRELL SUBSIDIARY, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD CORPORATE SERVICES,
                                              LIMITED PARTNERSHIP, as guarantor

                                            By: GENERAL PARTNER:

                                                TRIAD CSGP, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD CSGP, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD CSLP, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -109-


                                            TRIAD DEQUEEN REGIONAL MEDICAL
                                              CENTER, LLC, as guarantor

                                            By: DEQUEEN REGIONAL I, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD EL DORADO, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD HEALTHCARE SYSTEM OF
                                              PHOENIX, LIMITED PARTNERSHIP,
                                              as guarantor

                                            By: GENERAL PARTNER:

                                                TRIAD OF PHOENIX, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD HOLDINGS II, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -110-


                                            TRIAD HOLDINGS III, INC., as
                                              guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD OF ARIZONA (L.P.), INC., as
                                              guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD OF PHOENIX, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD RC, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD TEXAS, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -111-


                                            TRIAD-ARIZONA I, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD-DENTON HOSPITAL GP, LLC,
                                              as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD-DENTON HOSPITAL, L.P., as
                                              guarantor

                                            By: TRIAD-DENTON HOSPITAL GP, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD-MEDICAL CENTER AT
                                              TERRELL SUBSIDIARY, LLC, as
                                              guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -112-


                                            TRIAD-NAVARRO REGIONAL
                                              HOSPITAL SUBSIDIARY, LLC, as
                                              guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRIAD-SOUTH TULSA HOSPITAL
                                              COMPANY, INC., as guarantor


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TROSCO, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            TRUFOR PHARMACY, LLC, as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            VFARC, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -113-


                                            VHC HOLDINGS, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            VHC MEDICAL, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            VICTORIA HOSPITAL, LLC, as guarantor

                                            By: VHC MEDICAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            VICTORIA OF TEXAS, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                DETAR HOSPITAL, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -114-


                                            VMF MEDICAL, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WAGONER COMMUNITY HOSPITAL, LLC,
                                              as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WAMC, LLC, as guarantor

                                            By: WEST ANAHEIM, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WEST ANAHEIM HOSPITAL, L.P., as
                                              guarantor

                                            By: GENERAL PARTNER:

                                                WEST ANAHEIM MEDICAL
                                                  CENTER, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -115-


                                            WEST ANAHEIM MEDICAL CENTER, LLC,
                                              as guarantor

                                            By: WEST ANAHEIM, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WEST ANAHEIM, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WEST VIRGINIA MS, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WHARTON MEDCO, LLC, as guarantor

                                            By: TRIAD HOSPITALS, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -116-


                                            WHMC, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WILLAMETTE VALLEY CLINICS, LLC,
                                              as guarantor

                                            By: OREGON HEALTHCORP, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WILLAMETTE VALLEY MEDICAL
                                              CENTER, LLC, as guarantor

                                            By: OREGON HEALTHCORP, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WM MEDICAL, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                      -117-


                                            WOMEN & CHILDREN'S HOSPITAL, LLC,
                                              as guarantor

                                            By: TRIAD HOLDINGS II, LLC


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President


                                            WOODLAND HEIGHTS MEDICAL
                                              CENTER, LLC, as guarantor

                                            By: TRIAD HOLDINGS III, INC.


                                            By: /s/ DONALD P. FAY
                                                --------------------------------
                                                Name:   Donald P. Fay
                                                Title:  Executive Vice President
<PAGE>

                                   EXHIBIT A-1

                                 (FACE OF NOTE)

================================================================================

                                                                  CUSIP:

                           [ ]% Senior Notes due 2009


No.:_______________                                              $______________

                              Triad Hospitals, Inc.


promises to pay to _______________________________________or registered assigns,
the principal sum of______________________________ Dollars on [         ], 2009.


Interest Payment Dates:  [       ] and [       ], commencing [       ], 2001.

Record Dates:  [       ] and [       ].


                                    Dated:_________________________________

                                    TRIAD HOSPITALS, INC.


                                    By:____________________________________
                                       Name:
                                       Title:

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

CITIBANK N.A.,
as Trustee


By:  _________________________
     Authorized Signatory


================================================================================

                                      A1-1
<PAGE>

                                 (Back of Note)
                           [ ]% Senior Notes due 2009


[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS
OF THE INDENTURE]

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

         1. Interest. Triad Hospitals, Inc. promises to pay interest on the
principal amount of this Note at [ ]% per annum from [ ], 2001 until maturity
and shall pay the Additional Interest payable pursuant to Section 2(e) of the
Registration Rights Agreement referred to below. The Company will pay interest
and Additional Interest semi-annually on [ ] and [ ] of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of original issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be [ ], 2001. The Company
shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand to the extent lawful at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace periods) from time
to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

         2. Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the [ ] or [ ] next
preceding the Interest Payment Date, even if such Notes are canceled after such
record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to defaulted interest. Principal,
premium, if any, and interest and Additional Interest on the Notes will be
payable at the office or agency of the Company maintained for such purpose or,
at the option of the Company, payment of interest and Additional Interest may be
made by check mailed to the Holders of the Notes at their respective addresses
set forth in the register of Holders of Notes. Until otherwise designated by the
Company, the Company's office or agency in New York will be the office of the
Trustee maintained for such purpose. The Notes will be issued in denominations
of $1,000 and integral multiples thereof. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

         3. Paying Agent and Registrar. Initially, Citibank N.A., the Trustee
under the Indenture, will act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.

         4. Indenture. The Company issued the Notes under an Indenture dated as
of April [ ], 2001 (as amended, the "Indenture") between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code ss.ss. 77aaa-77bbbb) (the 11 "TIA"). The Notes are subject
to all such terms, and Holders

                                      A1-2
<PAGE>

are referred to the Indenture and the TIA for a statement of such terms. To the
extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling.

         5. Optional Redemption. Except as set forth in the following paragraph,
the Company shall not have the option to redeem prior to [ ], 2005. On or after
[ ], 2005, the Notes will be subject to redemption at any time at the option of
the Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest, if any, and Additional
Interest thereon, if any, to the applicable redemption date, if redeemed during
the twelve-month period beginning [ ] of the years indicated below (subject to
the right of Holders of record on relevant record dates to receive interest due
on an Interest Payment Date):



                     Year                               Percentage
                     ----                               ----------
                     2005                                       %
                     2006                                       %
                     2007                                       %
                     2008 and thereafter                 100.000%

         Notwithstanding the foregoing, at any time on or prior to [ ], 2004,
the Company may on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes originally issued under the Indenture within 60 days
of one or more Qualified Equity Offerings with the net proceeds of such offering
at a redemption price of [ ]% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest thereon, if any, to the redemption date
(subject to the right of Holders of record on relevant record dates to receive
interest due on an Interest Payment Date); provided that, after giving effect to
any such redemption, at least 65% of the original aggregate principal amount of
the Notes plus 65% of the aggregate principal amount of any Notes issued
pursuant to a supplemental indenture remains outstanding (excluding Notes held
by the Company and its Subsidiaries).

         6. Mandatory Redemption. Except as set forth in Sections 4.10 and 4.15
of the Indenture, the Company shall not be required to make mandatory redemption
payments with respect to the Notes.

         7. Repurchase At Option of Holder. (a) If a Change in Control shall
occur at any time, then each Holder of Notes will have the right to require that
the Company purchase such Holder's Notes, in whole or in part in integral
multiples of $1,000, at a purchase price (the "Change in Control Purchase
Price") in cash in an amount ("Change in Control Payment") equal to 101% of the
principal amount thereof, plus accrued interest, if any, to the date of purchase
(the "Change in Control Purchase Date"), pursuant to the offer described below
(the "Change in Control Offer") and the other procedures set forth below.

             Within 30 days following any Change in Control, the Company shall
notify the Trustee thereof and give written notice of such Change in Control to
each Holder of Notes by first-class mail, postage prepaid, at the address of
such Holder appearing in the security register, describing the transaction or
transactions that constitute the Change in Control and stating, among other
things, (i) the Change in Control Purchase Price and the Change in Control
Purchase Date, which shall be a Business Day no earlier than 30 days nor more
than 60 days from the case such notice is mailed, or such later date as is
necessary to comply with requirements under the Exchange Act or any applicable
securities laws or regulations; (ii) that any Note not tendered will continue to
accrue inter-

                                      A1-3
<PAGE>

est; (iii) that, unless the Company defaults in the payment of the Change in
Control Purchase Price, any Notes accepted for payment pursuant to the Change in
Control Offer shall cease to accrue interest after the Change in Control
Purchase Date; and (iv) certain procedures that a Holder of Notes must follow to
accept a Change in Control Offer or to withdraw such acceptance.

         (b) When the aggregate amount of Excess Proceeds exceeds $15,000,000,
the Company shall, within 30 Business Days, make an offer to purchase (an
"Excess Proceeds Offer") from all Holders of Notes, on a pro rata basis, in
accordance with the procedures set forth below, the maximum principal amount
(expressed as an integral multiple of $1,000) of Notes that may be purchased
with the Excess Proceeds. The offer price as to each Note shall be payable in
cash in an amount equal to 100% of the principal amount of such Note plus
accrued interest, if any, to the date such Excess Proceeds Offer is consummated
("Excess Proceeds Payment"). To the extent that the aggregate principal amount
of Notes tendered pursuant to an Excess Proceeds Offer is less than the Excess
Proceeds, the Company may use such deficiency for any lawful purposes not
otherwise prohibited by the Indenture. If the aggregate principal amount of
Notes validly tendered and not withdrawn by Holders thereof exceeds the Excess
Proceeds, Notes to be purchased will be selected on a pro rata basis.
Notwithstanding the foregoing, if the Company is required to commence an Excess
Proceeds Offer at any time when securities of the Company ranking pari passu in
right of payment with the Notes are outstanding and the terms of such securities
provide that a similar offer must be made with respect to such other securities,
then the Excess Proceeds Offer for the Notes shall be made concurrently with
such other offers and securities of each issue will be accepted on a pro rata
basis in proportion to the aggregate principal amount of securities of each
issue which the holders thereof elect to have purchased. Any Excess Proceeds
Offer will be made only to the extent permitted under, and subject to prior
compliance with, the terms of agreements governing Senior Indebtedness. Upon
completion of such Excess Proceeds Offer, the amount of Excess Proceeds shall be
reset to zero.

         Upon the commencement of an Excess Proceeds Offer, the Company shall
send, by first class mail, a notice to the Trustee and to each Holder at its
registered address. The notice shall contain all instructions and materials
necessary to enable such Holder to tender Notes pursuant to the Excess Proceeds
Offer. Any Excess Proceeds Offer shall be made to all Holders. The notice, which
shall govern the terms of the Excess Proceeds Offer, shall state: (i) that the
Excess Proceeds Offer is being made pursuant to Section 4.10 of the Indenture;
(ii) the Excess Proceeds Offer amount, the Excess Proceeds Payment and the date
on which Notes tendered and accepted for payment shall be purchased, which date
shall be at least 30 days and no later than 60 days from the date such notice is
mailed (the "Excess Proceeds Payment Date"); (iii) that any Note not tendered or
accepted for payment shall continue to accrete or accrue interest; (iv) that,
unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Excess Proceeds Offer shall cease to accrete or accrue
interest after the Excess Proceeds Payment Date; (v) that Holders electing to
have a Note purchased pursuant to the Excess Proceeds Offer may only elect to
have all of such Note purchased and may not elect to have only a portion of such
Note purchased; (vi) that Holders electing to have a Note purchased pursuant to
any Excess Proceeds Offer shall be required to surrender the Note, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Note
completed, or transfer by book entry transfer, to the Company, a depositary, if
appointed by the Company, or the Paying Agent at the address specified in the
notice at least three days before the Excess Proceeds Payment Date; (vii) that
Holders shall be entitled to withdraw their election if the Company, the
depositary or the Paying Agent, as the case may be, receives, not later than the
Excess Proceeds Payment Date, a notice setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased; (viii)
that, if the aggregate principal amount of Notes surrendered by Holders exceeds
the Excess Proceeds Offer amount, the Company shall select the Notes to be
purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Company so that only Notes in denominations of $1,000, or
integral multiples thereof, shall be pur-

                                      A1-4
<PAGE>

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

         8. Notice of Optional Redemption. Notice of redemption pursuant to
Paragraph 5 of this Note will be mailed by first class mail at least 30 days but
not more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. Notices of redemption may not be
conditional. Notes in denominations larger than $1,000 may be redeemed in part.
If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the Holder thereof upon cancellation of
the original Note. On and after the redemption date interest ceases to accrue on
Notes or portions thereof called for redemption.

         9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company or the Registrar is not required to
transfer or exchange any Note selected for redemption. Also, the Company or the
Registrar is not required to transfer or exchange any Notes for a period of 15
days before the mailing of a notice of redemption of Notes to be redeemed.

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

         11. Amendment, Supplement and Waiver. Subject to certain exceptions,
the Indenture, the Notes or the Note Guarantees may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes) and
any existing default or compliance with any provision of the Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes). Without the consent of any Holder of Notes, the Company and the
Trustee may amend or supplement the Indenture or the Notes: (i) to evidence the
succession of another Person to the Company, a Guarantor or any other obligor on
the Notes, and the assumption by any such successor of the covenants of the
Company or such obligor or Guarantor in the Indenture and in the Notes and in
any Note Guarantee in accordance with Article 5 of the Indenture; (ii) to add to
the covenants of the Company, any Guarantor or any other obligor upon the Notes
for the benefit of the Holders of the Notes or to surrender any right or power
conferred upon the Company or any other obligor upon the Notes, as applicable,
in the Indenture, in the Notes or in any Note Guarantee; (iii) to cure any
ambiguity, or to correct or supplement any provision in the Indenture, the Notes
or any Note Guarantee which may be defective or inconsistent with any other
provision in the Indenture, the Notes or any Note Guarantee or make any other
provisions with respect to matters or questions arising under the Indenture, the
Notes or any Note Guarantee; provided that, in each case, such provisions shall
not adversely affect the interest of the Holders of the Notes; (iv) to comply
with the requirements of the Commission in order to effect or maintain the
qualification of the Indenture under the TIA; (v) to add a Guarantor under the
Indenture; (vi) to evidence and provide the acceptance of the appointment of a
successor Trustee under the Indenture; or (vii) to mortgage, pledge, hypothecate
or grant a security interest in favor of the Trustee for the benefit of the
Holders of the Notes as additional security for the payment and performance of
the Company's and any Guarantor's obligations under the Indenture, in any
property, or assets, including any of which

                                      A1-5
<PAGE>

are required to be mortgaged, pledged or hypothecated, or in which a security is
required to be granted to the trustee pursuant to the Indenture or otherwise.

         12. Defaults and Remedies. Each of the following is an "Event of
Default": (i) default in the payment of any interest on any Note when it becomes
due and payable and continuance of such default for a period of 30 days; (ii)
default in the payment of the principal of, premium, if any, or Additional
Interest, if any, on any Note at its Maturity (upon acceleration, optional
redemption, mandatory redemption, required purchase or otherwise); (iii) default
in the performance, or breach, of the provisions described in Section 5.1 of the
Indenture, the failure to make or consummate a Change in Control Offer in
accordance with the provisions of Section 4.15 of the Indenture or the failure
to make or consummate an Excess Proceeds Offer in accordance with the provisions
of Section 4.10 of the Indenture; (iv) default in the performance, or breach, of
any covenant or warranty of the Company or any Guarantor contained in the
Indenture or any Note Guarantee (other than a default in the performance, or
breach, of a covenant or warranty which is specifically dealt with in clauses
(i), (ii) or (iii) above) and continuance of such default or breach for a period
of 30 days after written notice shall have been given to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Notes then outstanding; (v) (A) one or more
defaults in the payment of principal of or premium, if any, on Indebtedness of
the Company or any Restricted Subsidiary aggregating $25,000,000 or more, when
the same becomes due and payable at the Stated Maturity thereof, and such
default or defaults shall have continued after any applicable grace period and
shall not have been cured or waived or (B) Indebtedness of the Company or any
Restricted Subsidiary aggregating $25,000,000 or more shall have been
accelerated or otherwise declared due and payable, or required to be prepaid or
repurchased (other than by regularly scheduled required prepayment) prior to the
Stated Maturity thereof; (vi) one or more final, nonappealable judgments or
orders shall be rendered against the Company or any Restricted Subsidiary for
the payment of money, either individually or in an aggregate amount, in excess
of $25,000,000 (net of any amounts that are fully covered by insurance) and
shall not be discharged and there shall have been a period of 60 consecutive
days during which a stay of enforcement of such judgment or order, by reason of
a pending appeal or otherwise, was not in effect; (vii) any Note Guarantee of a
Material Subsidiary or group of Restricted Subsidiaries that, taken together,
would constitute a Material Subsidiary ceases to be in full force and effect or
is declared null and void or any Material Subsidiary or group of Restricted
Subsidiaries that, taken together, would constitute a Material Subsidiary denies
that it has any further liability under any Note Guarantee, or gives notice to
such effect (other than by reason of the termination of the Indenture or the
release of any such Note Guarantee in accordance with the Indenture); (viii) the
Company or any Material Subsidiary or group of Restricted Subsidiaries that,
taken together, would constitute a Material Subsidiary pursuant to or within the
meaning of Bankruptcy Law: (A) commences a voluntary case, (B) consents to the
entry of an order for relief against it in an involuntary case, (C) consents to
the appointment of a custodian of it or for all or substantially all of its
property, (D) makes a general assignment for the benefit of its creditors, or
(E) shall admit in writing its inability to pay debts generally; or (ix) a court
of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: (A) is for relief against the Company or any Material Subsidiary or group
of Restricted Subsidiaries that, taken together, would constitute a Material
Subsidiary in an involuntary case; (B) appoints a custodian of the Company or
any Material Subsidiary or group of Restricted Subsidiaries that, taken
together, would constitute a Material Subsidiary or for all or substantially all
of the property of the Company or any Material Subsidiary or group of Restricted
Subsidiaries that, taken together, would constitute a Material Subsidiary; or
(C) orders the liquidation of the Company or any Material Subsidiary, or group
of Restricted Subsidiaries that, taken together, would constitute a Material
Subsidiary; and the order or decree remains unstayed and in effect for 60
consecutive days.

         If an Event of Default (other than as specified in clauses (ix) or (x)
above) shall, occur and be continuing, the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Notes then outstanding, by written
notice to the Company, may, and the Trustee, upon the written request of such
Holders, shall declare

                                      A1-6
<PAGE>

the principal of, premium, if any, and accrued interest on all of the
outstanding Notes immediately due and payable. Upon any such declaration all
such amounts payable in respect of the Notes shall become immediately due and
payable. If an Event of Default specified in paragraphs (ix) or (x) above occurs
and is continuing, then the principal of, premium, if any, Additional Interest,
if any, and accrued interest on all of the outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder of Notes.

         At any time after a declaration of acceleration, but before a judgment
or decree for payment of the money due has been obtained by the Trustee, the
Holders of a majority in aggregate principal amount of the outstanding Notes, by
written notice to the Company and the Trustee, may rescind such declaration and
its consequences if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all overdue interest and Additional Interest, if any, on
all outstanding Notes, (ii) all unpaid principal of and premium, if any, on any
outstanding Notes that has become due otherwise than by such declaration of
acceleration and interest thereon at the rate borne by the Notes, (iii) to the
extent that payment of such interest is lawful, interest upon overdue interest,
Additional Interest, if any, and overdue principal at the rate borne by the
Notes, (iv) all sums paid or advanced by the Trustee under the Indenture and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and (b) all Events of Default, other than the
non-payment of amounts of principal of, premium, if any, Additional Interest, if
any, or interest on the Notes that has become due solely by such declaration of
acceleration, have been cured or waived. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

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

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

         13. Trustee Dealings With the Company. The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee; however, if it
acquires any conflicting interest it must eliminate such conflict within 90
days, apply to the Commission for permission to continue or resign.

         13. No Recourse Against Others. A director, officer, employee,
incorporator or stockholder, of the Company or any Guarantor, as such, shall not
have any liability for any obligations of the Company or any Guarantor under the
Notes, the Indenture, the Note Guarantees, the Registration Rights Agreement or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

         15. Guarantees. Assuming certain conditions described in the Indenture
have been satisfied, this Note will be entitled to the benefits of certain
Guarantees made for the benefit of the Holders. Reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights,
duties and obligations thereunder of the Guarantors, the Trustee and the
Holders.

                                      A1-7
<PAGE>

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

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

         18. Additional Rights of Holders of Notes. In addition to the rights
provided to Holders of Notes under the Indenture, Holders of Notes shall have
all the rights set forth in the Exchange and Registration Rights Agreement dated
as of the date of the Indenture, between the Company and the parties named on
the signature pages thereof (the "Registration Rights Agreement").

         19. Cusip Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         20. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS NOTE.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to: Triad Hospitals, Inc., 13455 Noel Road, 20th Floor,
Dallas, Texas 75240, Telecopier No.: (972) 663-3945, Attention: Chief Financial
Officer.

                                      A1-8
<PAGE>

                                 ASSIGNMENT FORM


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

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

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

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

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

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

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

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

Date:__________________

                            Your Signature:_____________________________________
                                 (Sign exactly as your name appears on the Note)


SIGNATURE GUARANTEE

-------------------------------------
Participant in a Recognized Signature
Guarantee Medallion Program


                                      A1-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

             [ ]  Section 4..10                  [ ]  Section 4.15


         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

$________________________

--------------------------------------------------------------------------------
Date:                            Your Signature:
               (Sign exactly as your name appears on the Note)


                              Tax Identification No:____________________________


SIGNATURE GUARANTEE

-------------------------------------
PARTICIPANT IN A RECOGNIZED SIGNATURE
GUARANTEE MEDALLION PROGRAM


                                     A1-10
<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)


         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:
<TABLE>
<CAPTION>

                               Amount of             Amount of          Principal Amount         Signature of
                              decrease in           increase in          of this Global           authorized
                               Principal             Principal           Note following          signatory of
                               Amount of             Amount of            such decrease           Trustee or
   Date of Exchange        this Global Note       this Global Note        (or increase)            Custodian
   ----------------        ----------------       ----------------        -------------            ---------
<S>                        <C>                    <C>                     <C>                      <C>

</TABLE>

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

(1) This should be included only if the Note is issued in global form.


                                     A1-11