<PAGE>

                                                                  EXHIBIT 4.2(a)


                             HEALTHTRUST, INC.--THE
                                HOSPITAL COMPANY



                   10 3/4% SENIOR SUBORDINATED NOTES DUE 2009



                                   INDENTURE



                            Dated as of May 11, 1999



                                 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)                                             12.3
     (c)                                             12.3
313  (a)                                             7.6
     (b)(2)                                          7.7
     (c)                                             7.6; 12.2
     (d)                                             7.6
314  (a)                                             4.3; 12.2
     (b)                                             N.A.
     (c)(1)                                          12.4
     (c)(2)                                          12.4
     (c)(3)                                          N.A.
     (d)                                             N.A.
     (e)                                             12.5
     (f)                                             N.A.
315  (a)                                             7.1
     (b)                                             7.5; 12.2
     (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.
<PAGE>

     (b)                                             6.7
     (c)                                             2.12
317  (a)(1)                                          6.8
     (a)(2)                                          6.9
     (b)                                             2.4
318  (a)                                             12.1
     (b)                                             N.A.
     (c)                                             12.1

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

                               TABLE OF CONTENTS
                                                                           Page

ARTICLE DEFINITIONS AND INCORPORATION BY REFERENCE                            5
 Section  Definitions.                                                        5
          -----------
 Section  Other Definitions.                                                 25
          -----------------
 Section  Terms of TIA.                                                      26
          ------------
 Section  Rules of Construction.                                             27
          ---------------------
ARTICLE  THE NOTES                                                           27
 Section  Form and Dating.                                                   27
          ---------------
 Section  Execution and Authentication.                                      28
          ----------------------------
 Section  Registrar and Paying Agent.                                        29
          --------------------------
 Section  Paying Agent to Hold Money in Trust.                               29
          -----------------------------------
 Section  Holder Lists.                                                      30
          ------------
 Section  Transfer and Exchange.                                             30
          ---------------------
 Section  Replacement Notes                                                  42
          -----------------
 Section  Outstanding Notes.                                                 42
          -----------------
 Section  Treasury Notes.                                                    43
          --------------
 Section  Temporary Notes                                                    43
          ---------------
 Section  Cancellation.                                                      43
          ------------
 Section  Defaulted Interest.                                                44
          ------------------
 Section  CUSIP Numbers.                                                     44
          -------------
ARTICLE  REDEMPTION                                                          44
 Section  Notice of Redemption to Trustee.                                   44
          -------------------------------
 Section  Selection of Notes to Be Redeemed.                                 45
          ---------------------------------
 Section  Notice of Redemption to Holders.                                   45
          -------------------------------
 Section  Effect of Notice of Redemption.                                    46
          ------------------------------
 Section  Deposit of Redemption Price.                                       46
          ---------------------------
 Section  Notes Redeemed in Part.                                            46
          ----------------------
 Section  Optional Redemption.                                               46
          -------------------
 Section  Mandatory Redemption.                                              47
          ---------------------
ARTICLE  COVENANTS                                                           48
 Section  Payment of Notes.                                                  48
          ----------------
 Section  Maintenance of Office or Agency.                                   49
          -------------------------------
 Section  Reports.                                                           49
          -------
 Section  Compliance Certificate.                                            50
          ----------------------
 Section  Taxes.                                                             50
          -----
 Section  Stay, Extension and Usury Laws.                                    50
          ------------------------------
 Section  Limitation on Restricted Payments.                                 51
          ---------------------------------
 Section  Limitation on Dividend and Other Payment
          Restrictions Affecting Restricted Subsidiaries.                    56
          ----------------------------------------------
 Section  Limitation on Indebtedness.                                        57
          --------------------------
<PAGE>

                                                                              ii

                                                                           Page


 Section  Limitation on Sale of Assets                                       58
          ----------------------------
 Section  Limitation on Transactions with Affiliates.                        61
          ------------------------------------------
 Section  Limitation on Liens.                                               61
          -------------------
 Section  Limitation on Other Senior Subordinated
          Indebtedness.                                                      62
          ------------
 Section  Corporate Existence.                                               62
          -------------------
 Section  Purchase of Notes upon Change in Control.                          63
          ----------------------------------------
 Section  Subsidiary Guarantees                                              65
          ---------------------
 Section  Limitation on Issuances and Sales of Capital
          Stock of Restricted Subsidiaries.                                  65
          --------------------------------
 Section  Limitation on Guarantees of Indebtedness by
          Restricted Subsidiaries.                                           66
          -----------------------
 Section  Assumption of Indenture by LifePoint and Holdings.                 67
          --------------------------------------------------
 Section  Limitations on Healthtrust.                                        67
          --------------------------
 Section  Limitations on LifePoint.                                          68
          ------------------------
 Section  Transition Agreements.                                             68
          ---------------------
 Section  Further Assurances.                                                68
          ------------------
ARTICLE  SUCCESSORS                                                          69
 Section  Consolidation, Merger and Sale of Assets.                          69
          ----------------------------------------
 Section  Successor Person Substituted.                                      71
          ----------------------------
ARTICLE  DEFAULTS AND REMEDIES                                               71
 Section  Events of Default.                                                 71
          -----------------
 Section  Acceleration.                                                      73
          ------------
 Section  Other Remedies.                                                    74
          --------------
 Section  Waiver of Past Defaults.                                           74
          -----------------------
 Section  Control by Majority.                                               74
          -------------------
 Section  Limitation on Suits.                                               75
          -------------------
 Section  Rights of Holders of Notes to Receive Payment.                     75
          ---------------------------------------------
 Section  Collection Suit by Trustee.                                        75
          --------------------------
 Section  Trustee May File Proofs of Claim.                                  76
          --------------------------------
 Section  Priorities.                                                        76
          ----------
 Section  Undertaking for Costs.                                             77
          ---------------------
ARTICLE  TRUSTEE                                                             77
 Section  Duties of Trustee.                                                 77
          -----------------
 Section  Rights of Trustee.                                                 78
          -----------------
 Section  Individual Rights of Trustee.                                      79
          ----------------------------
 Section  Trustee's Disclaimer.                                              79
          --------------------
 Section  Notice of Defaults.                                                80
          ------------------
 Section  Reports by Trustee to Holders of the Notes.                        80
          ------------------------------------------
 Section  Compensation and Indemnity.                                        80
          --------------------------
 Section  Replacement of Trustee.                                            81
          ----------------------
 Section  Successor Trustee by Merger, etc.                                  82
          --------------------------------
 Section  Eligibility; Disqualification.                                     82
          -----------------------------
 Section  Preferential Collection of Claims Against Holdings.                82
          ---------------------------------------------------
<PAGE>

                                                                             iii

                                                                           Page

 Section  Trustee's Application for Instructions from the Company            83
          -------------------------------------------------------
ARTICLE DEFEASANCE AND COVENANT DEFEASANCE; DISCHARGE                        83
 Section  Option to Effect Defeasance or Covenant Defeasance.                83
          ---------------------------------------------------
 Section  Defeasance and Discharge.                                          83
          ------------------------
 Section  Covenant Defeasance.                                               84
          -------------------
 Section  Conditions to Defeasance or Covenant Defeasance.                   84
          -----------------------------------------------
 Section  Deposited Money and U.S. Government Obligations to
          Be Held in Trust; Other Miscellaneous Provisions.                  86
          ------------------------------------------------
 Section  Repayment to Holdings.                                             87
          ---------------------
 Section  Reinstatement.                                                     87
          -------------
 Section  Discharge.                                                         87
          ---------
ARTICLE  AMENDMENT, SUPPLEMENT AND WAIVER                                    88
 Section  Without Consent of Holders of Notes.                               88
          -----------------------------------
 Section  With Consent of Holders of Notes.                                  89
          --------------------------------
 Section  Revocation and Effect of Consents.                                 91
          ---------------------------------
 Section  Notation on or Exchange of Notes.                                  91
          --------------------------------
 Section  Trustee to Sign Amendments, etc.                                   91
          -------------------------------
ARTICLE  SUBORDINATION                                                       91
 Section  Agreement to Subordinate.                                          91
          ------------------------
 Section  Liquidation; Dissolution; Bankruptcy.                              92
          ------------------------------------
 Section  Default on Designated Senior Indebtedness.                         92
          -----------------------------------------
 Section  Acceleration of Securities.                                        94
          --------------------------
 Section  When Distribution Must Be Paid Over.                               94
          -----------------------------------
 Section  Notice by the Company                                              94
          ---------------------
 Section  Subrogation.                                                       94
          -----------
 Section  Relative Rights.                                                   95
          ---------------
 Section  Subordination May Not Be Impaired by the Company                   95
          ------------------------------------------------
 Section  Distribution or Notice to Representative.                          96
          ----------------------------------------
 Section  Rights of Trustee and Paying Agent.                                96
          ----------------------------------
 Section  Authorization to Effect Subordination.                             96
          -------------------------------------
 Section  Amendments.                                                        97
          ----------
ARTICLE  NOTE GUARANTEES                                                     97
 Section  Guarantee.                                                         97
          ---------
 Section  Subordination of Note Guarantee.                                   98
          -------------------------------
 Section  Limitation on Guarantor Liability.                                 98
          ---------------------------------
 Section  Execution and Delivery of Note Guarantee.                          99
          ----------------------------------------
 Section  Releases Following Sale of Assets or Capital Stock.                99
          --------------------------------------------------
ARTICLE  MISCELLANEOUS                                                      100
 Section  Trust Indenture Act Controls.                                     100
          ----------------------------
 Section  Notices.                                                          100
          -------
 Section  Communication by Holders of Notes with Other
          --------------------------------------------
          Holders of Notes.                                                 101
          ----------------
<PAGE>

                                                                              iv

                                                                        Page

 Section  Certificate and Opinion as to Conditions Precedent.           102
          --------------------------------------------------
 Section  Statements Required in Certificate or Opinion.                102
          ---------------------------------------------
 Section  Rules by Trustee and Agents.                                  102
          ---------------------------
 Section  No Personal Liability of Directors, Officers, Employees
          -------------------------------------------------------
          and Stockholders.                                             103
          ----------------
 Section  Governing Law.                                                103
          -------------
 Section  No Adverse Interpretation of Other Agreements.                103
          ---------------------------------------------
 Section  Successors.                                                   103
          ----------
 Section  Severability.                                                 103
          ------------
 Section  Counterpart Originals; Acceptance by Trustee.                 103
          --------------------------------------------
 Section  Table of Contents, Headings, etc.                             104
          --------------------------------



EXHIBITS:

Exhibit A  Form of 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
Exhibit G  Form of First Supplemental Indenture
Exhibit H  Form of Second Supplemental Indenture
Exhibit I  Form of Third Supplemental Indenture
Exhibit J  Form of Fourth Supplemental Indenture
<PAGE>

                                                                            Page

          INDENTURE dated as of May 11, 1999 by and between Healthtrust, Inc.--
The Hospital Company, a Delaware corporation (the "Company"), 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:

                                 1.   ARTICLE
                  DEFINITIONS AND INCORPORATION BY REFERENCE

1.1     Section  Definitions.
                 -----------

          "144A Global Note" means a global note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with 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 2.5 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 or (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.
<PAGE>

                                                                               2


          "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 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 of a series of related transactions, of (a) any
Capital Stock of any Restricted Subsidiary, (b) all or substantially all of the
properties and assets of any division or line of business of Holdings or any
Restricted Subsidiary, or (c) any other properties or assets of Holdings 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 Holdings and Restricted Subsidiaries in
accordance with the terms hereof, (iii) a Hospital Swap, (iv) with an aggregate
Fair Market Value of less than $1,000,000, (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 Holdings 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 Holdings' 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.
<PAGE>

                                                                               3


          "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.

          "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; and (c) commercial paper with a maturity
of one year or less issued by a corporation that is not an Affiliate of Holdings
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
<PAGE>

                                                                               4


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.

          "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 LifePoint or Holdings; provided that if (i)
LifePoint is the "beneficial owner" of more than 35% of the total outstanding
Voting Stock of Holdings or (ii) the ESOP is the "beneficial owner" of more than
35% of the total outstanding Voting Stock of LifePoint, either of those events
by itself shall not constitute a Change in Control under this clause (a); (b)
LifePoint or Holdings 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, LifePoint or Holdings, in any such event pursuant to a transaction in
which the outstanding Voting Stock of LifePoint or Holdings is converted into or
exchanged for cash, securities or other property, other than any such
transaction (i) where the outstanding Voting Stock of LifePoint or Holdings is
not converted or exchanged at all (except to the extent necessary to reflect a
change in the jurisdiction of incorporation of LifePoint or Holdings) 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 Holdings 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 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 LifePoint or
Holdings (together with any new directors whose election to such Board of
Directors, or whose nomination for election by the stockholders of LifePoint or
Holdings, 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 LifePoint or
Holdings then in office; or (d) LifePoint or Holdings is liquidated or dissolved
or adopts a plan of liquidation or dissolution other than, in the case of
Holdings, in a transaction which complies with the provisions described under
Section 5.1; or (e) for as long as a holding company ownership structure is
maintained over Holdings, LifePoint or a company 100% of the Capital Stock of
which is owned directly by LifePoint ceases to own at least a majority of the
total outstanding Voting Stock and Capital Stock of Holdings. Notwithstanding
anything to the
<PAGE>

                                                                               5


contrary in the foregoing, the consummation of the Spin-Off Distribution shall
not be deemed to constitute a Change in Control within the meaning of this
definition.

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

          "Columbia/HCA" means Columbia/HCA Healthcare Corporation, a Delaware
corporation.

          "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 Adjusted Net Income (or loss) of Holdings 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 Holdings or a
Restricted Subsidiary), including Unrestricted Subsidiaries, in which Holdings
or any Restricted Subsidiary has an ownership interest, except to the extent of
the amount of dividends or other distributions actually paid to Holdings 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 Holdings 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 Holdings 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 Holdings 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 Holdings or any Restricted
Subsidiary and non-cash dividends due on Preferred Stock of any Restricted
Subsidiary for such period.
<PAGE>

                                                                               6





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

          "Consolidated Interest Expense" means, for any period, without
duplication, the sum of (a) the interest expense of Holdings 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 Holdings and its
Restricted Subsidiaries during such period, plus (c) the interest of Holdings
and its Restricted Subsidiaries that was capitalized during such period, plus
(d) interest on Indebtedness of another Person that is guaranteed by Holdings or
any Restricted Subsidiary or secured by a Lien on assets of Holdings or a
Restricted Subsidiary, to the extent such interest is actually paid by Holdings
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 Holdings and its Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of Holdings 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 (including,
without limitation, non-cash ESOP expenses) of Holdings 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).

          "Currency Agreements" means any spot or forward foreign exchange
agreements and currency swap, currency option or other similar financial
agreements or arrangements
<PAGE>

                                                                               7





entered into by Holdings 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.

          "Corporate Trust Office" of the Trustee shall be at the address of the
Trustee specified in Section 12.2 or such other address as to which the Trustee
may give notice to the Company.

          "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.

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.6, in the form of
Exhibit A hereto except that such Note shall not bear the Global Note Legend and
shall not have the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

          "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.3 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.

          "Designated Senior Indebtedness" means:

          (a) all Senior Indebtedness under the Senior Credit Agreement; and

          (b) any other Senior Indebtedness which, at the time of determination,
     has an aggregate principal amount outstanding of at least $20,000,000 and
     that has been specifically designated in the instrument evidencing such
     Senior Indebtedness as "Designated Senior Indebtedness" of Holdings.

          "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 the Indenture, a member of
the Board of Directors who does not have any material direct of indirect
financial interest in or with respect to such transaction or series of
transactions.

          "ESOP" means the LifePoint Hospitals, Inc. Retirement Savings Plan.

          "ESOP Loans" means loans to the ESOP by Holdings or guarantees by
Holdings 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 LifePoint
common stock by the ESOP.
<PAGE>

                                                                               8





          "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) hereof or, with respect
to Initial Notes issued under this Indenture subsequent to the date of this
Indenture pursuant to Section 2.2 hereof, 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 Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "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 Holdings 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.

          "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 and
delivers its supplemental indenture to the Indenture and any Restricted
Subsidiary that incurs a Guarantee;
<PAGE>

                                                                               9





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.

          "Guarantor Senior Indebtedness" of a Guarantor means Indebtedness of
such Guarantor consisting of:

        (a) a guarantee of any Senior Indebtedness under the Senior Credit
        Agreement or any other Senior Indebtedness; and

        (b) the principal of, premium, if any, and interest on all other
        Indebtedness of such a Guarantor (other than the Note Guarantee issued
        by such Guarantor), whether outstanding on the date of this Indenture or
        thereafter created, incurred or assumed, unless, in the case of any
        particular Indebtedness, the instrument creating or evidencing the same
        or pursuant to which the same is outstanding expressly provides that
        such Indebtedness shall not be senior in right of payment to such Note
        Guarantee.

          Notwithstanding the foregoing, "Guarantor Senior Indebtedness" of a
Guarantor shall not include:

        (i)     Indebtedness evidenced by the Note Guarantee of such Guarantor;

        (ii) Indebtedness of such Guarantor that is expressly subordinated in
        right of payment to any Guarantor Senior Indebtedness of such Guarantor;

        (iii) Indebtedness of such Guarantor that by operation of law is
        subordinate to any general unsecured obligations of such Guarantor;

        (iv) Indebtedness of such Guarantor to the extent incurred in violation
        of any covenant of the Indenture;

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

        (vi) accounts payable or other liabilities owed or owing by such
        Guarantor to trade creditors (including guarantees thereof or
        instruments evidencing such liabilities);

        (vii) amounts owed by such Guarantor for compensation to employees or
        for services rendered to such Guarantor;

        (viii) Indebtedness of such Guarantor to any Affiliate of Holdings;

        (ix)    Capital Stock of such Guarantor; and
<PAGE>

                                                                              10





        (x) Indebtedness which when incurred and without respect to any election
        under Section 1111(b) of Title 11 of the United States Code is without
        recourse to such Guarantor or any Subsidiary.

          "Healthtrust" means Healthtrust, Inc.--The Hospital Company, a
Delaware corporation.

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

          "Holdings" means LifePoint Hospitals Holdings, Inc., a Delaware
corporation, and any and all successors thereto.

          "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 healthcare services.

          "Hospital Swap" means an exchange of assets and, to the extent
necessary to equalize the value of the assets being exchanged, cash by Holdings
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 Holdings 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 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
<PAGE>

                                                                              11





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
the 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 Holdings, is qualified to perform the task for
which such firm has been engaged and is independent with respect to Holdings.

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

          "Initial Notes" means, collectively, (i) the 10 3/4% Senior
Subordinated Notes due 2009 of the Company issued on the date of this Indenture
and (ii) one or more series of 10 3/4% Senior Subordinated 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 Holdings' or a Restricted
<PAGE>

                                                                              12





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 Holdings in such Unrestricted Subsidiary at such time. Upon
a redesignation of such Subsidiary as a Restricted Subsidiary, Holdings shall be
deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (a) Holdings' (or one of
its Subsidiaries') "Investment" in such Subsidiary at the time of such
redesignation less (b) the portion (proportionate to Holdings' (or one of its
Subsidiaries) equity interest in such Subsidiary) of the 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 Spin-Off 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 Holdings 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.

          "LifePoint" means LifePoint Hospitals, Inc., a Delaware corporation.

          "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.
<PAGE>

                                                                              13





          "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 Holdings 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 Holdings 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 payments 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 Holdings or any Restricted Subsidiary, as the case may be, as a
reserve required in accordance with GAAP against any liabilities associated with
such Asset Sale and retained by Holdings 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.

          "Note Guarantee" means any guarantee of the obligations of Holdings
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 12.5.
<PAGE>

                                                                              14





          "Opinion of Counsel" means an opinion from legal counsel that meets
the requirements of Section 12.5. 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 Holdings or any Restricted Subsidiary under the Senior
     Credit Agreement in an aggregate principal amount at any one time
     outstanding not to exceed $210,000,000 less the aggregate amount of all
     repayments of the principal amount of any term loans under the Senior
     Credit Agreement or a permanent reduction of the commitments with respect
     to any revolving credit indebtedness under the Senior Credit Agreement in
     either case made in accordance with Section 4.10.

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

     (c) Indebtedness (other than Indebtedness referred to in paragraphs (a) and
     (b) of this definition) of Holdings or any Restricted Subsidiary
     outstanding on the date hereof and immediately following consummation of
     the Spin-Off Transactions in an amount not to exceed $2,000,000;

     (d) Indebtedness of Holdings 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 Holdings or another
     Restricted Subsidiary) shall be deemed to be an incurrence of such
     Indebtedness by Holdings not permitted by this paragraph (d);

     (e) Indebtedness of a Restricted Subsidiary owing to Holdings 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 Holdings 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 Sections 4.13 or 4.18;
<PAGE>

                                                                              15





     (g) obligations of Holdings or any Guarantor entered into in the ordinary
     course of business (i) pursuant to Interest Rate Agreements designed to
     protect Holdings or any Restricted Subsidiary against fluctuations in
     interest rates in respect of Indebtedness of Holdings 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 Holdings 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 Holdings or any Guarantor in respect of Purchase Money
     Obligations and Capitalized Lease Obligations of Holdings or any Guarantor
     in an aggregate amount which does not exceed $17,500,000 at any one time
     outstanding;

     (i) Indebtedness of Holdings 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 Holdings and its Restricted Subsidiaries;

     (j) Indebtedness of Holdings or any Guarantor represented by (i) letters of
     credit for the account of Holdings 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 Section 4.9 or referred to in
     paragraphs (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
     Holdings 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
<PAGE>

                                                                              16





     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 Holdings or a Guarantor may only be refinanced with
     Indebtedness of Holdings or a Guarantor, as the case may be;


     (l) payments to or by Holdings to fund the payment of or payment by
     LifePoint 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
     LifePoint or Holdings 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 the Indenture and from employees whose employment
     with Holdings 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 the Indenture, the
     Internal Revenue Code or ERISA; and, provided, further, that in each such
     case Holdings or LifePoint 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 the Indenture or as modified from time to
     time to comply with law;

     (m) Physician Support Obligations incurred by Holdings or any Restricted
     Subsidiary; and

     (n) Indebtedness of Holdings or any Guarantor not otherwise permitted by
     the foregoing paragraphs (a) through (m) in an aggregate principal amount
     not in excess of $30,000,000 at any one time outstanding.

          "Permitted Investments" means any of the following:

     (a)  Investments in Cash Equivalents;

     (b)  Investments in Holdings or any Restricted Subsidiary;

     (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 $5,000,000 at any one time
     outstanding;

     (e) Investments by Holdings 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, Holdings or a Restricted Subsidiary;
<PAGE>

                                                                              17





     (f)  Investments acquired in the Spin-Off 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) Holdings 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 Holdings) of all Investments made pursuant to this
     paragraph (h) by Holdings and its Restricted Subsidiaries (determined as of
     the time made) does not exceed in the aggregate 15% of the Total Assets of
     Holdings at the time the investment is made; provided that Investments of
     up to $20,000,000 shall be permitted under this paragraph (h) without
     regard to the requirement of clause (i) of this paragraph (h);

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

     (j) in the event Holdings or a Restricted Subsidiary shall establish a
     Subsidiary for the purpose of insuring the healthcare businesses or
     facilities owned or operated by Holdings, 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 $13,000,000 in the aggregate at
     any one time outstanding;
<PAGE>

                                                                              18





     (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 Holdings 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) Investments in connection with Bartow Memorial Hospital through the
     date of commencement of operations thereof.

     (u) "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.

     (v) "Permitted Liens" means (a) Liens existing on the Issue Date; (b) Liens
     now or hereafter securing any Interest Rate Agreements of Holdings 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 Holdings 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 Holdings 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 Holdings or a
     Restricted Subsidiary; (f) Liens
<PAGE>

                                                                              19





     securing Purchase Money Obligations incurred in accordance with the
     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 Holdings 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' 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 Holdings or any
     of its Restricted Subsidiaries; or (l) any interest or title of a lessor in
     assets or Property subject to Capitalized Lease Obligations or an operating
     lease of Holdings or any Restricted Subsidiary.

     (w) "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.

     (x) "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 Holdings or any of its Restricted
     Subsidiaries made or given by Holdings or any Subsidiary of Holdings (a) in
     the ordinary course of its business and (b) pursuant to a written agreement
     having a period not to exceed five years.

     (y) "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.

     (z) "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.
<PAGE>

                                                                              20





     (aa) "Public Equity Offering" means an offer and sale of common stock
     (which is Qualified Capital Stock) of LifePoint or Holdings made on a
     primary basis by LifePoint or Holdings 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 LifePoint or Holdings).

     (bb) "Purchase Money Obligations" means any Indebtedness of Holdings 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
     Holdings 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.

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

     (dd) "Qualified Equity Offering" means (a) any Public Equity Offering or
     (b) an offering of Qualified Capital Stock of LifePoint or Holdings to non-
     Affiliates with gross proceeds to LifePoint or Holdings in excess of
     $35,000,000.

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

     (ff) "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
     Holdings).

     (gg) "Registration Rights Agreement" means the 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.
<PAGE>

                                                                              21





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

     (ii) "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.

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

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

     (ll) "Restricted Investment" means any Investment other than a Permitted
     Investment.

     (mm) "Restricted Subsidiary" means any Subsidiary other than an
     Unrestricted Subsidiary.

     (nn) "Rule 144" means Rule 144 promulgated under the Securities Act.

     (oo) "Rule 144A" means Rule 144A promulgated under the Securities Act.

     (pp) "Rule 903" means Rule 903 promulgated under the Securities Act.

     (qq) "Rule 904" means Rule 904 promulgated the Securities Act.

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

     (ss) "Sale and Leaseback Transaction" means any transaction or series of
     related transactions pursuant to which Holdings 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.

     (tt) "Securities Act" means the Securities Act of 1933, as amended.
<PAGE>

                                                                              22





     (uu) "Senior Credit Agreement" means the credit agreement, dated as of May
     11, 1999, among Healthtrust, the lenders parties thereto, Scotiabanc Inc.,
     as documentation agent, Deutsche Bank AG, New York and/or Cayman Island
     Branches, as syndication agent, SunTrust Bank, as co-agent, Fleet National
     Bank, as arranger and as administrative agent and the co-arrangers parties
     thereto, as such agreement may be amended, renewed, extended, substituted,
     refinanced, restructured, replaced, supplemented or otherwise modified from
     time to time.

     (vv)  "Senior Indebtedness" means:

     (ww) all obligations of Holdings, now or hereafter existing, under or in
     respect of the Senior Credit Agreement, whether for principal, premium, if
     any, interest (including interest accruing after the filing of, or which
     would have accrued but for the filing of, a petition by or against Holdings
     under Bankruptcy Law, whether or not such interest is allowed as a claim
     after such filing in any proceeding under such law) and other amounts due
     in connection therewith (including any fees, premiums, expenses and
     indemnities); and

     (xx) the principal of, premium, if any, and interest on all other
     Indebtedness of Holdings (other than the Notes), whether outstanding on the
     date of this Indenture or thereafter created, incurred or assumed, unless,
     in the case of any particular Indebtedness, the instrument creating or
     evidencing the same or pursuant to which the same is outstanding expressly
     provides that such Indebtedness shall not be senior in right of payment to
     the Notes.

          Notwithstanding the foregoing, "Senior Indebtedness" shall not
include:

     (i)     Indebtedness evidenced by the Notes;

     (ii) Indebtedness of Holdings that is expressly subordinated in right of
     payment to any Senior Indebtedness of Holdings or the Notes;

     (iii) Indebtedness of Holdings that by operation of law is subordinate to
     any general unsecured obligations of Holdings,

     (iv) Indebtedness of Holdings to the extent incurred in violation of any
     covenant prohibiting the incurrence of Indebtedness under this Indenture;

     (v) any liability for federal, state or local taxes or other taxes, owed or
     owing by Holdings;

     (vi) accounts payable or other liabilities owed or owing by Holdings to
     trade creditors (including guarantees thereof or instruments evidencing
     such liabilities);
<PAGE>

                                                                              23





     (vii) amounts owed by Holdings for compensation to employees or for
     services rendered to Holdings;

     (viii) Indebtedness of Holdings to any Subsidiary or any other Affiliate of
     Holdings;

     (ix)    Capital Stock of Holdings; and

     (x) Indebtedness which when incurred and without respect to any election
     under Section 1111(b) of Title 11 of the United States Code is without
     recourse to Holdings or any Restricted Subsidiary.

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

          "Spin-Off-Distribution" means the distribution to holders of
Columbia/HCA stock of all of the outstanding shares of LifePoint.

          "Spin-Off Transactions" means the transactions described in the
Offering Memorandum, dated May 4, 1999, relating to the Notes under the caption
"The Distribution."

          "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 Holdings 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 Holdings
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. (S)(S) 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 Holdings means the total consolidated assets of
Holdings and its Restricted Subsidiaries as shown on the most recent balance
sheet of Holdings.
<PAGE>

                                                                              24





          "Transition Agreements" means the collective reference to the (a)
distribution agreement among Columbia/HCA, LifePoint and Triad; (b) tax sharing
and indemnification agreement among Columbia/HCA, LifePoint and Triad; (c)
benefits and employment matters agreement among Columbia/HCA, LifePoint and
Triad; (d) insurance allocation and administration agreement among Columbia/HCA,
LifePoint and Triad; (e) computer and data processing services agreement between
Columbia Information Systems, Inc. ("CIS") and LifePoint; (f) subleases between
certain subsidiaries of Columbia/HCA and LifePoint relating to LifePoint's
principal executive offices; (g) transitional services agreement between
Columbia/HCA and LifePoint; (h) agreement to share telecommunications services
between CIS and LifePoint; and (i) agreements between Columbia/HCA and LifePoint
relating to the provision of account collection services and relating to
LifePoint's participation in a group purchasing organization with Columbia/HCA,
in the case of clauses (a), (b), (c), (d), (e), (f), (g) and (h) above, in
substantially the forms filed with the Commission as exhibits to the Form 10
Registration Statement of LifePoint, and in the case of clause (i) above,
substantially as described in the Form 10 Registration Statement of LifePoint,
and in the case of all agreements listed in clauses (a) through (i) above, as
such agreements may be amended from time to time so long as such amendments are
not materially adverse to the interests of the Holders of the Notes.

          "Triad" means Triad Hospitals, Inc., a Delaware corporation.

          "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 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.

          "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 Holdings, 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 Holdings may designate
any Subsidiary (including any newly acquired or newly formed Subsidiary) to be
an Unrestricted Subsidiary so long as (i) neither Holdings 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
<PAGE>

                                                                              25





of time or otherwise) any holder of any other Indebtedness of Holdings or any
Restricted Subsidiary, except any nonrecourse guarantee given solely to support
the pledge by Holdings 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 4.19. Any such designation by the Board of Directors of
Holdings shall be evidenced to the Trustee by filing a board resolution with the
Trustee giving effect to such designation. The Board of Directors of Holdings
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 Holdings 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.
                   ------------------

                                                                   Defined
Term                                                             in Section
----                                                            -------------
"Authentication Order"                                                    2.2
"Bartow Sub"                                                             4.23
<PAGE>

                                                                              26





"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
"Defeasance"                                                              8.2
"Dodge Sub"                                                              4.23
"DTC"                                                                     2.3
"Event of Default"                                                        6.1
"Excess Proceeds Offer"                                                  4.15
"Excess Proceeds Payment"                                                4.15
"Excess Proceeds Payment Date"                                           4.15
"First Supplemental Indenture"                                           4.20
"incur"                                                                   4.9
     "Non-Payment Default"                                               10.3
"Paying Agent"                                                            2.3
"Payment Blockage Period                                                 10.3
"Payment Default"                                                        10.3
"Permitted Junior Securities"                                            10.2
"Registrar"                                                               2.3
"Replacement Assets"                                                     4.10
"Restricted Payments"                                                     4.7
"Second Supplemental Indenture"                                          4.20
"Subsequent Series Notes"                                                 2.2
"Surviving Entity"                                                        5.1
"Third Supplemental Indenture"                                           4.16

     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;
<PAGE>

                                                                              27





     "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.

                                  ARTICLE 2.
                                   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.

(a) Global Notes. Notes issued in global form shall be substantially in the form
of Exhibit A attached hereto (including the Global Note Legend thereon and the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes
issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the
<PAGE>

                                                                              28





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.

               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 $150,000,000, (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 $150,000,000 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 $35,000,000. The aggregate principal
amount of Notes outstanding at any time may not exceed $185,000,000 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.
<PAGE>

                                                                              29





          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.

               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.
<PAGE>

                                                                              30





     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 (S) 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 (S) 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 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 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:
<PAGE>

                                                                              31





(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. 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 Holdings 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 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:

            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;

(i) 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:
<PAGE>

                                                                              32





     (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;

     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.
<PAGE>

                                                                              33






          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.

(a) 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.

(b) 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 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;

          (D) 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 (C) above, a certificate to the
          effect set forth in Exhibit B, including the certifications,
          certificates and Opinion of Counsel required by item (3)(d) thereof,
          if applicable;

          (E) 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
<PAGE>

                                                                              34





          (F) 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.

     (i) 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 Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

          (D) the Registrar receives the following:

               (1) if the Holder of such Restricted Definitive Notes proposes to
               exchange such Notes for 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;
<PAGE>

                                                                              35



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

     Upon satisfaction of the conditions of any of the subparagraphs in this
     Section 2.6(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.

     (i) 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 subparagraphs (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.

(a) 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;
<PAGE>

                                                                              36





          (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:

          (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 Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

          (D) the Registrar receives the following:

               (1) if the Holder of such Restricted Definitive Notes proposes to
               exchange such Notes for `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
<PAGE>

                                                                              37






          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.

          (i) 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.

     (b) 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.

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

          (i) Private Placement Legend.

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

                                                                              38





          THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR
     OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
     PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
     REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
     THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS
     SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
     "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT), (B) IT IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION
     IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN
     INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3)
     OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AN "IAI"), (2) AGREES THAT
     IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER
     PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY
     SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE
     HEREOF (OR OF ANY PREDECESSOR OF THE SECURITY) OR THE LAST DAY ON WHICH
     LIFEPOINT HOSPITALS HOLDINGS, INC. (THE "COMPANY") OR ANY AFFILIATE OF THE
     COMPANY WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF THIS SECURITY
     AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE
     "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER
     THIS SECURITY EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION
     STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
     FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
     144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
     BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR
     ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
     WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
     144A, (D) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 904
     OF THE SECURITIES ACT, (E) IN A TRANSACTION MEETING THE REQUIREMENTS OF
     RULE 144 UNDER THE SECURITIES ACT, (F) TO AN IAI THAT, PRIOR TO SUCH
     TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
     REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS NOTE (THE
     FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN
     RESPECT OF
<PAGE>

                                                                              39






     AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN $250,000, AN OPINION OF
     COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH
     THE SECURITIES ACT OR (G) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL
     GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
     SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND, AS USED HEREIN, THE TERMS
     "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE MEANINGS GIVEN TO THEM
     BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE
     CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
     TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING. THIS LEGEND WILL BE
     REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
     TERMINATION DATE.

          (A) 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:

     (iii) 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.

(b) 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
<PAGE>

                                                                              40





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.

(c)  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.

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

                                                                              41





     (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).
<PAGE>

                                                                              42






               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.

          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 written 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.
<PAGE>

                                                                              43





          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.

               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 3
                                  REDEMPTION

               Section 3.1  Notice of Redemption to Trustee.
                            -------------------------------
<PAGE>

                                                                              44





          If Holdings 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 Holdings 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 Holdings 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, Holdings 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 cancellation of the original
Note; (iv) the name and address of the Paying Agent; (v) that Notes called for
redemption must be surrendered to the Paying Agent to collect the redemption
price; (vi) that, unless Holdings 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.
<PAGE>

                                                                              45





          At Holdings' request, the Trustee shall give the notice of redemption
in Holdings' name and at its expense; provided, however, that Holdings 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, Holdings shall
issue and execute and, upon Holdings' written request, the Trustee shall
authenticate for the Holder at the expense of Holdings 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, Holdings shall
not have the option to redeem the Notes pursuant to this Section 3.7 prior to
May 15, 2004. On or after May 15, 2004, the Notes will be subject to redemption
at any time at the option of
<PAGE>

                                                                              46





Holdings, 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 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
----                                         ----------------

2004                                         105.375%
2005                                         103.583%
2006                                         101.792%
2007 and thereafter                          100.000%


(a) Notwithstanding the provisions of paragraph (a) of this Section 3.7, at any
time and from time to time prior to May 15, 2002, Holdings 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
110.75% 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 Holdings and
its Subsidiaries).

(b) 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.
                   ---------------------

(a) Except as set forth in Sections 4.10, 4.15 and paragraph (b) of this Section
3.8, the Company shall not be required to make mandatory redemption payments
with respect to the Notes.

(b) The Notes will be redeemed by the Company, in whole but not in part, on the
date that is five Business Days following the date the Notes are originally
issued, at a redemption price of 101% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date, if (i) the Spin-Off
Transactions have not been consummated and (ii)
<PAGE>

                                                                              47





Holdings has not executed and delivered a supplemental indenture assuming all
the debt issued under this Indenture, in each case, by the date that is five
Business Days following the date the Notes are originally issued. Notice of the
mandatory redemption will be mailed to each Holder of the Notes not less than
one Business Day prior to the redemption date. Such notice shall identify the
Notes to be redeemed (including "CUSIP" number(s)) and state (i) the redemption
date, (ii) the redemption price, (iii) the name and address of the Paying Agent,
(iv) that Notes called for redemption must be surrendered to the Paying Agent to
collect the redemption price, (v) that, unless the Company defaults in making
such redemption payment, interest on the Notes shall cease to accrue on and
after the redemption date and (vi) the paragraph of the Notes pursuant to which
the Notes are to be redeemed.

                                   ARTICLE 4
                                   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.
<PAGE>

                                                                              48





          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
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, Holdings will file on a timely
basis with the Commission, to the extent such filings are accepted by the
Commission and whether or not Holdings has a class of securities registered
under the Exchange Act, the annual reports, quarterly reports and other
documents that Holdings would be required to file pursuant to Section 13 or
15(d) of the Exchange Act if it were subject thereto. Holdings 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 Holdings files such reports and documents with the Commission
or the date on which Holdings would be required to file such reports and
documents if Holdings 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 Holdings' cost copies of such reports and
documents to any prospective Holder of Notes promptly upon written request.
<PAGE>

                                                                              49





(b) In addition, for so long as any Restricted Global Notes or Restricted
Definitive Notes remain outstanding, Holdings 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 Holdings' compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers' Certificates).

               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.
                            ------------------------------
<PAGE>

                                                                              50





          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) Holdings 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 Holdings,
     including, without limitation, any payment in connection with any merger or
     consolidation involving Holdings or any Restricted Subsidiary which is not
     a wholly owned Restricted Subsidiary (other than dividends or distributions
     payable solely in (A) shares of Qualified Capital Stock of Holdings 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 Holdings or any Affiliate of
     Holdings, including, without limitation, in connection with any merger or
     consolidation involving Holdings (other than any Capital Stock owned by
     Holdings or any wholly owned Restricted Subsidiary) or any direct or
     indirect parent of Holdings 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
     Holdings 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
     Holdings or any Guarantor or any guarantee of the Notes; or

     (v) make any Investment (other than any Permitted Investment) in any Person
<PAGE>

                                                                              51





(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, Holdings 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 declared or made
after the date of this Indenture shall not exceed the sum of:

     (A) 50% of the Consolidated Adjusted Net Income of Holdings (or, if such
     Consolidated Adjusted Net Income shall be a loss, less 100% of such loss)
     accrued on a cumulative basis during the period beginning on the first day
     of Holdings' first fiscal quarter after the date of this Indenture and
     ending on the last day of Holdings' 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 this
     Indenture by Holdings 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 Holdings (including upon the exercise
     of options, warrants or rights) or warrants, options or rights to purchase
     shares of Qualified Capital Stock of Holdings, plus

     (C) the aggregate net cash proceeds received after the date of this
     Indenture by Holdings 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
     Holdings, to the extent such securities were originally sold for cash,
     together with the aggregate net cash proceeds received by Holdings 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 this 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 in
     Unrestricted Subsidiaries resulting from cash dividends, repayments of
     loans or advances or other transfers of assets, in each case to Holdings or
     any Restricted Subsidiary from Unrestricted Subsidiaries, plus (y) the
     portion (proportionate to Holdings' 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 the first day of Holdings' first fiscal
     quarter after the date of this Indenture; provided, however, that the
     foregoing sum shall not exceed, in the case of any
<PAGE>

                                                                              52





     Unrestricted Subsidiary, the amount of Investments previously made (and
     treated as a Restricted Payment) by Holdings 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 Holdings in clause (A) above; plus

     (F) other Restricted Payments in an aggregate amount not to exceed
     $10,000,000.

(b) Notwithstanding paragraph (a) above, Holdings and its Restricted
Subsidiaries may take the following actions so long as (with respect to clauses
(ii), (iii), (iv), (v), (vi) and (xii) 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 Holdings 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
     Holdings;

     (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 Holdings;

     (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 Holdings 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;

     (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
<PAGE>

                                                                              53





     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
     Holdings incurred in connection with such refinancing, and (y) such new
     Subordinated Indebtedness is pari passu or 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) payments to LifePoint to pay its operating and administrative
     expenses incurred in the ordinary course of business, including, without
     limitation, payroll expenses, directors' fees, legal and audit expenses,
     Commission compliance expenses and corporate franchise and other taxes, in
     an amount not to exceed $2,500,000 in any fiscal year; provided that any
     such payments permitted to be made under this clause (vii) shall be treated
     as expense items in the consolidated financial statements of Holdings;

     (viii) payments to LifePoint to pay expenses incurred under the corporate
     integrity program referenced in the distribution agreement;

     (ix) payments to LifePoint to pay expenses incurred under the Transition
     Agreements;

     (x) payments by Holdings to LifePoint or the ESOP, or directly by Holdings,
     to be used to repurchase, redeem, acquire or retire for value any Capital
     Stock of LifePoint pursuant to any stockholder's agreement, management
     equity subscription plan or agreement, stock option plan or agreement or
     employee benefit plan as may be adopted by LifePoint or Holdings from time
     to time in an aggregate amount not to exceed $2,000,000 in any fiscal year;
     provided that any payments permitted pursuant to this clause (x) which are
     not made in any fiscal year may be carried over and made in the next fiscal
     year;

     (xi) payments to LifePoint pursuant to the tax sharing agreement between
     LifePoint, Holdings and its Subsidiaries, as the same may be amended from
     time to time, to the extent required for LifePoint to pay any federal,
     state or local income taxes, but only to the extent that such income taxes
     are attributable to the income of Holdings and its Subsidiaries; and
<PAGE>

                                                                              54





     (xii) the redemption, repurchase, acquisition or retirement of equity
     interests in any Restricted Subsidiary or any Permitted Joint Venture of
     Holdings or a Restricted Subsidiary; provided that if Holdings 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,
     Holdings could incur $1.00 of additional Indebtedness pursuant to the first
     paragraph of Section 4.9.

          The actions described in clauses (i), (ii), (iii), (x) (to the extent
not related to the ESOP) and (xii) 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 clause (3) of paragraph (a) above and the actions described in
all other clauses of this paragraph (b) (including without limitation clause (x)
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 clause (3) of paragraph (a).
<PAGE>

                                                                              55





          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 Holdings or such 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 Holdings whose determination with respect
thereto shall be conclusive. If Holdings 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 Holdings be permitted under the
provisions of the Indenture, such Restricted Payment shall be deemed to have
been made in compliance with the Indenture notwithstanding any subsequent
adjustments made in good faith to Holdings' financial statements affecting
Consolidated Adjusted Net Income of Holdings for any period.

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

          Holdings 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 Holdings or any other Restricted Subsidiary, (b) pay any Indebtedness owed to
Holdings or any other Restricted Subsidiary, (c) make loans or advances to
Holdings or any other Restricted Subsidiary, (d) transfer any of its properties
or assets to Holdings or any other Restricted Subsidiary or (e) guarantee any
Indebtedness of Holdings 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 Holdings 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 Holdings 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
the Indenture, (iv) encumbrances and restrictions in effect on the Issuance
Date, including, without limitation, pursuant to the Senior Credit Facility and
its related documentation, (v) 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, (vi) in the case of paragraph (d)
above, restrictions contained in security agreements or mortgages securing
Indebtedness of a Restricted Subsidiary permitted under the Indenture to the
extent such restrictions restrict the transfer of the property subject to such
security agreements or mortgages and (vii) 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.
<PAGE>

                                                                              56





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

          Holdings 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, Holdings or any Guarantor may incur Indebtedness
(including Acquired Indebtedness) if at the time of such incurrence the
Consolidated Fixed Charge Coverage Ratio of Holdings 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 application 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 Holdings 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 Holdings 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 2.0 to 1.0, if such Indebtedness is incurred on or
prior to December 31, 1999 or 2.25 to 1.0, if such Indebtedness is incurred
thereafter. 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.
<PAGE>

                                                                              57





          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, Holdings may, in its sole discretion, classify or reclassify
such item of Indebtedness in any manner that complies with 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) Holdings will not, and will not permit any Restricted Subsidiary to, engage
in any Asset Sale unless (i) the consideration received by Holdings 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 Holdings or a
Restricted Subsidiary that is actually assumed by the transferee in such Asset
Sale and from which Holdings and the Restricted Subsidiaries are fully released
shall be deemed to be cash for purposes of determining the percentage of cash
consideration received by Holdings or the Restricted Subsidiaries and (B) notes,
securities or other similar obligations received by Holdings or any Restricted
Subsidiary from such transferee that are converted, sold or exchanged within 30
days of the related Asset Sale by Holdings 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 Holdings or the Restricted
Subsidiaries. Notwithstanding the foregoing, the 75% limitation referred to in
clause (ii) will not apply to any Asset Sale in which the cash or Cash
Equivalents portion of the consideration received therefrom, determined in
accordance with the foregoing provision, is equal to or greater than what the
after-tax proceeds would have been had such Asset Sale complied with the
aforementioned 75% limitation.

(b) If Holdings or any Restricted Subsidiary engages in an Asset Sale, Holdings
may use the Net Cash Proceeds thereof, within 12 months after such Asset Sale,
to (i) permanently repay or prepay any then outstanding Senior Indebtedness of
Holdings or any Restricted Subsidiary (and to correspondingly reduce commitments
with respect thereto) 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 Holdings 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 Holdings or such Restricted Subsidiary shall
acquire at least the same percentage of equity and voting interest in such
Person as Holdings 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
<PAGE>

                                                                              58





Cash Proceeds, Holdings may temporarily reduce Senior Indebtedness 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 Holdings 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 $7,500,000, Holdings
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, Holdings
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 Holdings
is required to commence an Excess Proceeds Offer at any time when securities of
Holdings 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.

(d) Upon the commencement of an Excess Proceeds Offer, Holdings 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 Holdings
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; (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
<PAGE>

                                                                              59





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 Holdings,
a depositary, if appointed by Holdings, 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 Holdings,
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, Holdings shall select the
Notes to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by Holdings 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). Holdings 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, Holdings 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 Holdings. Holdings
shall publicly announce the results of the Excess Proceeds Offer on the Excess
Proceeds Payment Date.
<PAGE>

                                                                              60





(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.
                            ------------------------------------------

          Holdings 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 Holdings or any Restricted Subsidiary (other than
Holdings or a Restricted Subsidiary) (collectively, "Interested Persons"),
unless (i) such transaction or series of transactions are on terms that are no
less favorable to Holdings 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 $2,000,000 in the
aggregate, Holdings has delivered an Officers' Certificate to the Trustee
certifying that such transaction or 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 Holdings (including a majority of the
Disinterested Directors of Holdings) and (iii) with respect to any transaction
or series of related transactions involving aggregate consideration equal to or
greater than $10,000,000, Holdings has obtained a written opinion from an
Independent Financial Advisor certifying that such transaction or series of
related transactions is fair to Holdings 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 Holdings 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 Holdings or any Restricted Subsidiary in
the ordinary course of business in accordance with the past practices of
Holdings or any Restricted Subsidiary not to exceed $13,000,000 in the aggregate
outstanding at any time, (4) the Spin-Off Transactions and (5) any transactions
made in accordance with and pursuant to the Transition Agreements.

               Section 4.12 Limitation on Liens.
                            -------------------
<PAGE>

                                                                              61





(a) Holdings 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 Holdings 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 Holdings, 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 Holdings,
the Notes are secured by a Lien on such property, assets or proceeds that is
senior in priority to such Lien.

(b) Holdings 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 Subordinated Indebtedness of such Guarantor, 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.

             Section 4.13  Limitation on Other Senior Subordinated Indebtedness.
                           ----------------------------------------------------

          Neither Holdings nor any Guarantor will incur, create, assume,
guarantee or in any other manner become directly or indirectly liable with
respect to or responsible for, or permit to remain outstanding, any
Indebtedness, other than the Notes, that is subordinate or junior in right of
payment to any Senior Indebtedness (or, in the case of any Guarantor, Senior
Guarantor Indebtedness) unless such Indebtedness is also pari passu with, or
subordinate in right of payment to, the Notes or the Note Guarantee of such
Guarantor, as applicable, pursuant to subordination provisions substantially
similar to those contained in this Indenture.

             Section 4.14  Corporate Existence.
                           -------------------
<PAGE>

                                                                              62





          Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (a) its
corporate existence, and the corporate, partnership or other existence of each
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 Holdings 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, Holdings 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 Holdings 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, Holdings 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
Holdings. 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
<PAGE>

                                                                              63





be transferred by book entry) to each Holder a new Note equal in principal
amount in a principal amount 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, Holdings will either repay all outstanding
Senior Indebtedness or obtain the requisite consents, if any, under all
agreements governing Senior Indebtedness to permit the repurchase of Notes
required by this Section 4.15. Holdings will publicly announce the results of
the Change in Control Offer on or as soon as practicable after the Change of
Control Purchase Date. Holdings 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 Holdings 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 Holdings to
repurchase or redeem the Notes in the event of a takeover, recapitalization or
similar transaction.
<PAGE>

                                                                              64





          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.
                             ---------------------

          Subject to the last sentence of this Section 4.16, Holdings shall
cause each of its domestic Restricted Subsidiaries, including any domestic
Restricted Subsidiary which becomes a Restricted Subsidiary after the date that
Holdings becomes an obligor under the Notes and 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 Holdings' 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. Thereafter, such Restricted
Subsidiary shall be a Guarantor for all purposes of this Indenture.
Notwithstanding the foregoing, following the contribution by Holdings of certain
assets to its direct, wholly-owned subsidiary, Triad Holdings II, LLC and the
contribution by Triad Holdings II, LLC of certain of its assets to its direct,
wholly-owned subsidiary, Triad Holdings III, Inc. and immediately prior to the
Spin-Off Distribution, Holdings shall cause each of its domestic Restricted
Subsidiaries to become a Guarantor by causing such domestic Restricted
Subsidiaries to execute and deliver the Third Supplemental Indenture (the "Third
Supplemental Indenture") in the form of Exhibit I and shall cause such
Restricted Subsidiaries to execute and deliver a notation of their respective
Note Guarantee substantially in the form of Exhibit E.

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

                                                                              65





          Holdings (a) will not permit any Restricted Subsidiary to issue any
Capital Stock (other than to Holdings or a wholly owned Restricted Subsidiary)
and (b) will not permit any Person (other than Holdings 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 Holdings 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 Holdings 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 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) Holdings 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 Holdings unless, with
respect to any guarantee by a Restricted Subsidiary of Pari Passu Indebtedness
of Holdings, 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 Holdings, 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.
<PAGE>

                                                                              66





(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
Holdings of all of Holdings' Capital Stock of such Restricted Subsidiary (which
sale, exchange or transfer is otherwise in compliance with this Indenture) or
(ii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary
in accordance with the terms of the Indenture.

               Section 4.19  Assumption of Indenture by LifePoint and Holdings.
                             -------------------------------------------------

          Upon Healthtrust validly transferring the America Group assets to
LifePoint, Healthtrust will cause LifePoint to assume, (a) by a supplemental
indenture (the "First Supplemental Indenture") in the form of Exhibit G,
Healthtrust'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 Healthtrust to be performed or observed and (b) the rights and obligations of
Healthtrust under the Registration Rights Agreement. Upon the America Group
assets being validly transferred to LifePoint, the execution and delivery of the
First Supplemental Indenture by Healthtrust, LifePoint and the Trustee and the
execution and delivery of the LifePoint Assumption Agreement to the Registration
Rights Agreement by Healthtrust and LifePoint, Healthtrust will be fully,
unconditionally and irrevocably released from all obligations under this
Indenture and the Registration Rights Agreement. Upon LifePoint validly
transferring the America Group assets to Holdings, LifePoint will cause Holdings
to assume, (i) by a supplemental indenture (the "Second Supplemental Indenture")
in the form of Exhibit H, LifePoint'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 LifePoint to be performed or observed and (ii)
the rights and obligations of LifePoint under the Registration Rights Agreement.
Upon the America Group assets being validly transferred to Holdings, the
execution and delivery of the Second Supplemental Indenture by LifePoint,
Holdings and the Trustee and the execution and delivery of the Holdings
Assumption Agreement to the Registration Rights Agreement by LifePoint and
Holdings, LifePoint will be fully, unconditionally and irrevocably released from
all obligations under this Indenture and the Registration Rights Agreement.

               Section 4.20  Limitations on Healthtrust.
                             --------------------------

          For so long as Healthtrust is the obligor under the Notes and this
Indenture, Healthtrust will not, and will not permit any of its Subsidiaries to
(a) incur (as defined in Section 4.9) any Indebtedness, (b) make any Restricted
Payments (as used in this Section 4.20, "Restricted Payments" shall be deemed to
be Restricted Payments of Healthtrust and its Subsidiaries), (c) create, incur,
assume or suffer to exist any Liens on any asset of Healthtrust or its
Subsidiaries or (d) transfer (as defined in the definition of "Asset Sale"),
directly or indirectly, any asset of Healthtrust or its Subsidiaries except, in
each case, for the transactions to be consummated in connection with the
distribution of the common stock of LifePoint and Triad to
<PAGE>

                                                                              67





the stockholders of Columbia/HCA and any related transactions and for
transactions which do not materially impair the ability of Healthtrust to
satisfy its payment obligations under the Notes and this Indenture.

               Section 4.21  Limitations on LifePoint.
                             ------------------------

          For so long as LifePoint is the obligor under the Notes and this
Indenture, LifePoint will not, and will not permit any of its Subsidiaries to
(a) incur (as defined in Section 4.9) any Indebtedness, (b) make any Restricted
Payments (as used in this Section 4.21, "Restricted Payments" shall be deemed to
be Restricted Payments of LifePoint and its Subsidiaries), (c) create, incur,
assume or suffer to exist any Liens on any asset of LifePoint or its
Subsidiaries or (d) transfer (as defined in the definition of "Asset Sale"),
directly or indirectly, any asset of LifePoint or its Subsidiaries except, in
each case, for the transactions to be consummated in connection with the
distribution of the common stock of LifePoint and Triad to the stockholders of
Columbia/HCA and any related transactions and for transactions which do not
materially impair the ability of LifePoint to satisfy its payment obligations
under the Notes and this Indenture.

               Section 4.22  Transition Agreements.
                             ---------------------

          The Company shall cause the parties to the Distribution Agreement, Tax
Sharing and Indemnification Agreement and Computer and Data Processing Service
Agreement referred to in the definition of "Transition Agreements" in Section
1.1 to execute and deliver such Transition Agreements prior to or as soon as
practicable after the Spin-Off-Distribution.

               Section 4.23  Further Assurances.
                             ------------------

     (a) 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.

     (b) The Company shall use its reasonable best efforts to cause the
     limitation contained in Section 8.4(e) of the Amended and Restated Limited
     Partnership Agreement of Dodge City Healthcare Group, L.P., a Kansas
     limited partnership ("Dodge Sub"), effective as of March 1, 1995, among
     Columbia/HCA of Dodge City, Inc., American Medicorp Development Co.,
     Western Plains Regional Hospital, Inc. and Dodge City Outpatient Surgical
     Facility, Inc., as amended, to be modified as soon as practicable to permit
     Dodge Sub to guarantee all of the obligations of Holdings hereunder and
     under the Notes without the limitation contained in such Section 8.4(e).

     (c) The Company shall use its reasonable best efforts to cause the
     limitation contained in Section 8.4(f) of the Amended and Restated Limited
     Partnership Agreement of Bartow Healthcare System, Ltd., a Florida limited
     partnership ("Bartow Sub"),
<PAGE>

                                                                              68





     effective as of August 19, 1996, among HCA of Florida, Inc. and Bartow
     Memorial Hospital, Inc., as amended, to be modified as soon as practicable
     to permit Bartow Sub to guarantee all of the obligations of Holdings
     hereunder and under the Notes without the limitation contained in such
     Section 8.4(f).

     (d) The Company shall cause Columbia/HCA to (i) execute and deliver to the
     Trustee a Fourth Supplemental Indenture in the form attached as Exhibit J
     and a notation of its Note Guarantee substantially in the form of Exhibit E
     and (ii) deliver to the Trustee an Opinion of Counsel that such Fourth
     Indenture Supplement has been authorized, executed and delivered by
     Columbia/HCA and constitutes a legal, valid, binding and enforceable
     obligation of Columbia/HCA (subject to normal exceptions), in each case, at
     the time that the Restricted Subsidiaries of Holdings are required to
     execute and deliver the Third Supplemental Indenture pursuant to Section
     4.16. The Fourth Supplemental Indenture shall provide, among other things,
     that (i) the portion of the Columbia/HCA Note Guarantee relating to the
     Dodge Sub will be released when the limitation described in clause (b)
     above is eliminated or the Note Guarantee of the Dodge Sub is released,
     (ii) the portion of the Columbia/HCA Note Guarantee relating to the Bartow
     Sub will be released when the limitation described in clause (c) above is
     eliminated or the Note Guarantee of the Bartow Sub is released and (iii)
     the Columbia/HCA Note Guarantee will be released when the limitations
     described in both of clauses (b) and (c) above are eliminated or when the
     Note Guarantees of both the Dodge Sub and the Bartow Sub are released.

                                   ARTICLE 5
                                  SUCCESSORS

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

2.3 Holdings 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 Holdings
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) Holdings will be the continuing corporation or (b) the Person (if
other than Holdings) formed by such consolidation or into which Holdings 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 Holdings 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,
Holdings' obligation for the due and punctual payment of
<PAGE>

                                                                              69





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 the
Indenture on the part of Holdings 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 Holdings 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), Holdings (or the Surviving Entity if Holdings 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 Holdings (or the Surviving Entity
if Holdings is not the continuing obligor under the Indenture) is equal to or
greater than the Consolidated Net Worth of Holdings immediately prior to such
transaction; and (v) each Guarantor, if any, unless it is the other party to the
transactions described above, shall have by supplemental indenture confirmed
that its Note Guarantee 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, Holdings 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.

          Each Guarantor, if any (other than any Subsidiary whose Note Guarantee
is being released pursuant to the provisions under Section 11.5 or Section 4.18
as a result of such transaction), shall not, and Holdings 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 Holdings 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
Holdings 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
<PAGE>

                                                                              70





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 Holdings or any Guarantor in accordance with Section 5.1, the
successor Person formed by such consolidation or into which Holdings 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,
Holdings 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 Holdings 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 6
                             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);

     (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;
<PAGE>

                                                                              71





     (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 clauses (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) (i) one or more defaults in the payment of principal of or premium, if
     any, on Indebtedness of Holdings or any Restricted Subsidiary aggregating
     $10,000,000 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 Holdings or any Restricted Subsidiary aggregating
     $10,000,000 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 Holdings or any Restricted Subsidiary for the payment of money,
     either individually or in an aggregate amount, in excess of $10,000,000
     (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) Holdings 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,
<PAGE>

                                                                              72





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

(v)  shall admit in writing its inability to pay debts generally.

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

          (i) is for relief against Holdings 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 Holdings 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 Holdings or any Material Subsidiary or group of
          Restricted Subsidiaries that, taken together, would constitute a
          Material Subsidiary; or

          (iii) orders the liquidation of Holdings 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 paragraphs (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,
<PAGE>

                                                                              73





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.

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

               If an Event of Default occurs and is continuing, the Trustee may,
subject to Article 10, 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.
<PAGE>

                                                                              74




               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 and subject
to Article 10 and Section 11.2, 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 enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

               Section 6.8      Collection Suit by Trustee.
                                --------------------------
<PAGE>

                                                                              75



          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,
subject to Article 10, 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
<PAGE>

                                                                              76




     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.

               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 7
                                    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
<PAGE>

                                                                              77



     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

     (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 Holdings. 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.
<PAGE>

                                                                              78



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

(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 Holdings, personally or by agent or attorney at the sole cost of Holdings,
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.

(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 Holdings or any Affiliate
of Holdings 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.
                              ---------------------
<PAGE>

                                                                              79



               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 Holdings or upon Holdings' 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 (S) 313(a) (but if no
event described in TIA (S) 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA (S) 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA (S) 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 (S) 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange and of any delisting thereof.

          Section 7.7      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. Holdings 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.

2.11           The Company shall fully indemnify the Trustee and any predecessor
Trustee against any and all losses, damages, claims, liabilities or expenses
incurred by it
<PAGE>

                                                                              80



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 may be attributable to
its negligence or bad faith. The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity. Failure by the Trustee to so notify
the Company shall not relieve the Company 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. Holdings 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 (S) 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>

                                                                              81



          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 Holdings.

          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 (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA
(S) 310(b).

               Section 7.11  Preferential Collection of Claims Against Holdings.
                             --------------------------------------------------
<PAGE>

                                                                              82

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

               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 8
                 DEFEASANCE AND COVENANT DEFEASANCE; DISCHARGE


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

          Holdings 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
8.

               Section 8.2  Defeasance and Discharge.
                            ------------------------
<PAGE>

                                                                              83



          Upon Holdings' exercise under Section 8.1 of the option applicable to
this Section 8.2, Holdings 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 Holdings 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 Holdings, 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) Holdings' obligations with respect to such Notes under Article 2 and
Section 4.2, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and Holdings' obligations in connection therewith and (d) this
Article 8. Subject to compliance with this Article 8, Holdings 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 Holdings' exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, Holdings 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, 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, Holdings 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 Holdings' 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.
                            -----------------------------------------------
<PAGE>

                                                                              84



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

     (a) Holdings 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, Holdings shall have
     delivered to the Trustee an Opinion of Counsel stating that Holdings 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, Holdings 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;

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

     (f) Holdings shall have delivered to the Trustee an Opinion of Counsel to
     the effect that (i) the trust funds will not be subject to any rights of
     holders of Senior Indebtedness under the subordination provisions of
     Article 10 and (ii) after the 91st day following the deposit or after the
     date such opinion is delivered, the trust funds will not
<PAGE>

                                                                              85


     be subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally;

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

     (h) Holdings 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.
------------------------------------------------

(a)
          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 Holdings 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.

          Holdings 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 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to Holdings from time to time upon the request of
Holdings 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.
<PAGE>

                                                                              86



               Section 8.6    Repayment to Holdings.
                              ---------------------

    Any money deposited with the Trustee or any Paying Agent, or then held by
Holdings, 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 Holdings on its request or (if then held by
Holdings) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a secured creditor, look only to Holdings for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of Holdings 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 Holdings 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 Holdings.

               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 Holdings' 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 Holdings makes any payment of principal of, premium,
if any, Additional Interest, if any, or interest on any Note following the
reinstatement of its obligations, Holdings 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 Holdings,
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 Holdings and
thereafter repaid to Holdings 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
<PAGE>

                                                                              87


giving of notice of redemption by the Trustee in the name, and at the expense,
of Holdings, and Holdings 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) Holdings has paid or
caused to be paid all sums payable under this Indenture by Holdings, and (c)
Holdings 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.


                                  ARTICLE 9.
                       AMENDMENT, SUPPLEMENT AND WAIVER


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

          Notwithstanding Section 9.2, the Company and the Trustee may (subject
to Section 10.14) 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 5; (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; (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; or (h) to execute the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture.

          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,
<PAGE>

                                                                              88


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 and in Section 10.14, 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.

    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
Holdings to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any
<PAGE>

                                                                              89


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 Holdings 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 Holdings 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 certain 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.

          In addition, any amendment to, or waiver of, the provisions of Article
10 of this Indenture (including the related definitions) that adversely affects
the rights of the Holders of the
<PAGE>

                                                                              90


Notes will require the consent of the Holders of at least 66-2/3% in aggregate
principal amount of the Notes then outstanding.

               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. Holdings 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 9 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 12.4, 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 10.
                                 SUBORDINATION


               Section 10.1 Agreement to Subordinate.
                            ------------------------

          The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness, interest and other obligations of any kind evidenced by the
Notes and this Indenture
<PAGE>

                                                                              91



are subordinated in right of payment, to the extent and in the manner provided
in this Article 10, to the prior payment in full in cash of all Senior
Indebtedness (whether outstanding on the date hereof or hereafter created,
incurred, assumed or guaranteed), and that the subordination is for the benefit
of the holders of Senior Indebtedness.

               Section 10.2 Liquidation; Dissolution; Bankruptcy.
                            ------------------------------------

    In the event of any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relating to the Company or to its assets, or any
liquidation, dissolution or other winding-up of the Company, whether voluntary
or involuntary, or any assignment for the benefit of creditors or other
marshaling of assets or liabilities of the Company (except in connection with
the consolidation or merger of the Company or its liquidation or dissolution
following the conveyance, transfer or lease of its properties and assets
substantially as an entirety upon the terms and conditions described in Article
5), the holders of Senior Indebtedness will be entitled to receive payment in
full in cash or Cash Equivalents of all Senior Indebtedness, or provision shall
be made for such payment in full, before the Holders of Notes will be entitled
to receive any payment or distribution of any kind or character (other than any
payment or distribution in the form of equity securities or subordinated
securities of the Company or any successor obligor that, in the case of any such
subordinated securities, are subordinated in right of payment to all Senior
Indebtedness that may at the time be outstanding to at least the same extent as
the Notes are so subordinated (such equity securities or subordinated securities
hereinafter being "Permitted Junior Securities") and any payment made pursuant
to the provisions described in Article 8 from monies or U.S. Government
Obligations previously deposited with the Trustee) on account of principal of,
or premium, if any, or Additional Interest, if any, or interest on the Notes;
and any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities (other than a payment or
distribution in the form of Permitted Junior Securities and payments made
pursuant to the provisions described in Article 8 from monies or U.S. Government
Obligations previously deposited with the Trustee), by set-off or otherwise, to
which the Holders of the Notes or the Trustee would be entitled but for the
provisions of this Article 10 shall be paid by the liquidating trustee or agent
or other person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
holders of Senior Indebtedness or their representative or representatives
ratably according to the aggregate amounts remaining unpaid on account of the
Senior Indebtedness to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

               Section 10.3 Default on Designated Senior Indebtedness.
                            -----------------------------------------

    (a) No payment or distribution of any assets of the Company of any kind or
character, whether in cash, property or securities (other than Permitted Junior
Securities and payments made pursuant to the provisions described in Article 8
from monies or U.S. Government Obligations previously deposited with the
Trustee), may be made by or on behalf of
<PAGE>

                                                                              92



Holdings on account of principal of, premium, if any, Additional Interest, if
any, or interest on the Notes or on account of the purchase, redemption or other
acquisition of Notes upon the occurrence of any default in payment (whether at
Stated Maturity, upon scheduled installment, by acceleration or otherwise) of
principal of, premium, if any, or interest on Designated Senior Indebtedness (a
"Payment Default") until such Payment Default shall have been cured or waived in
writing or shall have ceased to exist or such Designated Senior Indebtedness
shall have been discharged or paid in full in cash or Cash Equivalents.

    (b) No payment or distribution of any assets of the Company of any kind or
character, whether in cash, property or securities (other than Permitted Junior
Securities and payments made pursuant to the provisions described in Article 8
from monies or U.S. Government Obligations previously deposited with the
Trustee), may be made by or on behalf of Holdings on account of principal of,
premium, if any, Additional Interest, if any, or interest on the Notes or on
account of the purchase, redemption or other acquisition of Notes for the period
specified below (a "Payment Blockage Period") upon the occurrence of any default
or event of default with respect to any Designated Senior Indebtedness other
than any Payment Default pursuant to which the maturity thereof may be
accelerated (a "Non-Payment Default") and receipt by the Trustee of written
notice thereof from the trustee or other representative of holders of Designated
Senior Indebtedness.

    The Payment Blockage Period will commence upon the date of receipt by the
Trustee of written notice from the trustee or such other representative of the
holders of the Designated Senior Indebtedness in respect of which the
Non-Payment Default exists and shall end on the earliest of:

          (i) 179 days thereafter (provided that any Designated Senior
     Indebtedness as to which notice was given shall not theretofore have been
     accelerated);

          (ii) the date on which such Non-Payment Default is cured, waived or
     ceases to exist;

          (iii) the date on which such Designated Senior Indebtedness is
     discharged or paid in full in cash or Cash Equivalents; or

          (iv) the date on which such Payment Blockage Period shall have been
     terminated by written notice to the Trustee or the Company from the trustee
     or such other representative initiating such Payment Blockage Period,

after which the Company will resume making any and all required payments in
respect of the Notes, including any missed payments, unless the holders of the
Designated Senior Indebtedness or their representatives have accelerated the
maturity of such Designated Senior Indebtedness. In any event, not more than one
Payment Blockage Period may be commenced during any period of 360 consecutive
days. No event of default that existed or was continuing on the date of the
commencement of any Payment Blockage Period will be, or can be made, the basis
for the
<PAGE>

                                                                              93


commencement of a subsequent Payment Blockage Period, unless such default has
been cured or waived for a period of not less than 90 consecutive days
subsequent to the commencement of such initial Payment Blockage Period.

               Section 10.4 Acceleration of Securities.
                            --------------------------

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

               Section 10.5 When Distribution Must Be Paid Over.
                            -----------------------------------

    In the event that, notwithstanding the provisions of Section 10.3, any
payment shall be made to the Trustee (and not paid over to the Holders of the
Notes) which is prohibited by such provisions, then and in such event such
payment shall be paid over and delivered by such Trustee to the trustee or any
other representative of holders of Designated Senior Indebtedness, as their
interest may appear, for application to Designated Senior Indebtedness.

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

               Section 10.6 Notice by the Company.
                            ---------------------

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

               Section 10.7 Subrogation.
                            -----------

          After all Senior Indebtedness is paid in full in cash and until the
Notes are paid in full, Holders of Notes shall be subrogated (equally and
ratably with all other Indebtedness pari passu with the Notes) to the rights of
holders of Senior Indebtedness to receive distributions applicable to Senior
Indebtedness to the extent that distributions otherwise payable to the Holders
of Notes have been applied to the payment of Senior Indebtedness. A distribution
made under this Article 10 to holders of Senior Indebtedness that otherwise
would have been made to
<PAGE>

                                                                              94



Holders of Notes is not, as between Holdings and Holders, a payment by the
Company on the Notes.

               Section 10.8 Relative Rights.
                            ---------------

          This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Indebtedness. Nothing in this Indenture shall: (i) impair, as
between the Company and Holders of Notes, the obligation of the Company, which
is absolute and unconditional, to pay principal of and interest on the Notes in
accordance with their terms; (ii) affect the relative rights of Holders of Notes
and creditors of Holdings other than their rights in relation to holders of
Senior Indebtedness; or (iii) prevent the Trustee or any Holder of Notes from
exercising its available remedies upon a Default or Event of Default, subject to
the rights of holders and owners of Senior Indebtedness to receive distributions
and payments otherwise payable to Holders of Notes. If the Company fails because
of this Article 10 to pay principal of or interest on a Note on the due date,
the failure is still a Default or Event of Default.

          Section 10.9 Subordination May Not Be Impaired by the Company.
                       ------------------------------------------------

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

          The Trustee and Holders agree that they will not challenge the
validity, enforceability or perfection of any Senior Indebtedness or the liens,
guarantees and security interests securing the same and that as between the
holders of the Senior Indebtedness on the one hand and the Trustee and Holders
on the other, the terms hereof shall govern even if all or part of the Senior
Indebtedness or such liens and security interests are voided, disallowed,
subordinated, set aside or otherwise invalidated in any judicial proceeding or
otherwise, regardless of the theory upon which such action is premised.

          Without in any way limiting the generality of this Section 10.9, the
holders of Senior Indebtedness may, at any time and from time to time, without
the consent of or notice to the Trustee or the Holders, without incurring
responsibility to the Trustee or the Holders and without impairing or releasing
the subordination provided in this Article 10 or the obligations hereunder of
the Holders to the holders of Senior Indebtedness, do any one or more of the
following: (a) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, Senior Indebtedness, the Senior Credit
Agreement or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding or secured; (b) sell, exchange, release,
foreclose against or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Indebtedness; (c) release any Person liable in any
manner for the collection of Senior Indebtedness; and (d) exercise or refrain
from exercising any rights against the Company, any Subsidiary thereof or any
other Person.
<PAGE>

                                                                              95



               Section 10.10 Distribution or Notice to Representative.
                             ----------------------------------------

    Whenever a distribution is to be made or a notice given to holders of any
Senior Indebtedness, the distribution may be made and the notice given to their
representative.

    Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such representative(s) or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, all holders of the Senior Indebtedness and other Indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
10.

               Section 10.11 Rights of Trustee and Paying Agent.
                             ----------------------------------

    Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit the making of any payment or distribution by
the Trustee, and the Trustee and the Paying Agent may continue to make payments
on the Notes, unless a Responsible Officer of the Trustee shall have received at
its Corporate Trust Office at least three Business Days prior to the date of
such payment written notice of facts that would cause the payment of any
obligations with respect to the Notes to violate this Article 10. Only the
Company or a representative may give the notice. Nothing in this Article 10
shall impair the claims of, or payments to, the Trustee under or pursuant to
Section 7.7.

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

               Section 10.12 Authorization to Effect Subordination.
                             -------------------------------------

          Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10 and the subordination of the Note Guarantees as provided in Section
11.2, and appoints the Trustee to act as such Holder's attorney-in-fact for any
and all such purposes, including, in the event of any dissolution, winding up,
liquidation or reorganization of Holdings or any Subsidiary (whether in
bankruptcy, insolvency, receivership, reorganization or similar proceedings or
upon an assignment for the benefit of creditors or otherwise), the filing of a
claim for the unpaid balance of its Notes in the form required in those
proceedings. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in Section 6.9 at least
30 days before the expiration of the time to file such claim, the
representatives are hereby authorized to file an appropriate claim for and on
behalf of the Holders of the Notes.
<PAGE>

                                                                              96



               Section 10.13 Amendments.
                             ----------

    The provisions of this Article 10 or Section 11.2 (including, without
limitation, any definitions or other sections included by reference or
incorporation or the terms and conditions of the Note Guarantees) shall not be
amended or modified without the written consent of the holders of all Senior
Indebtedness.

                                  ARTICLE 11.
                                NOTE GUARANTEES


               Section 11.1  Guarantee.
                             ---------

    Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (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
acceleration, 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 Holdings, 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 Holdings, any right to require a proceeding first
against Holdings, 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.
<PAGE>

                                                                              97



    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 6 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 6 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 11.2  Subordination of Note Guarantee.
                             -------------------------------

          The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 shall be junior and subordinated to the prior payment in full in
cash of the Senior Indebtedness of such Guarantor on the same basis as the Notes
are junior and subordinated to Senior Indebtedness of Holdings. For the purposes
of the foregoing sentence, the Trustee and the Holders shall have the right to
receive and/or retain payments by any of the Guarantors only at such times as
they may receive and/or retain payments in respect of the Notes pursuant to this
Indenture, including Article 10 hereof.

               Section 11.3  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 11 shall be limited to the
maximum amount as will, after giving effect to such maximum amount and all other
contingent and fixed liabilities of such Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.
<PAGE>

                                                                              98



               Section 11.4 Execution and Delivery of Note Guarantee.
                            ----------------------------------------

    To evidence the Note Guarantees set forth in Section 11.1, Holdings 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. Holdings shall cause all future Guarantors to execute a Supplemental
Indenture substantially in the form of Exhibit F (or, in the case of the initial
Guarantors, Exhibit I).

    Each Guarantor hereby agrees that its Note Guarantee set forth in Section
11.1 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 Holdings creates or acquires any new Subsidiaries
subsequent to the date of this Indenture, if required by Section 4.16 hereof
Holdings shall cause such Subsidiaries to execute supplemental indentures to
this Indenture and Note Guarantees in accordance with Section 4.16 and this
Article 11, 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 11.5 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 Holdings 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 Article 10;
     or
<PAGE>

                                                                              99



          (b) in connection with any sale of all of the Capital Stock of a
     Guarantor to any Person that is not an Affiliate of Holdings, if Holdings
     applies the Excess Proceeds of that sale in accordance with the applicable
     provisions of this Indenture, including, without limitation, Section 4.10
     or Article 10; or

          (c) if Holdings designates any Restricted Subsidiary that is a
     Guarantor as an Unrestricted Subsidiary in accordance with this Indenture.

          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 11.


                                  ARTICLE 12.
                                 MISCELLANEOUS


               Section 12.1 Trust Indenture Act Controls.
                            ----------------------------

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

               Section 12.2 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:
               LifePoint Hospitals Holdings, Inc.
               4525 Harding Road, Suite 300
               Nashville, Tennessee  37205
               Telecopier No.: (615) 344-6276
               Attention:  Chief Financial Officer
<PAGE>

                                                                             100



          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, 5th Floor
               New York, New York  10043
               Telecopier No.: (212) 657-3862
               Attention: Global Agency & Trust Services
               Re:  LifePoint Hospitals Holdings, Inc.

          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 (S) 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 12.3 Communication by Holders of Notes with Other Holders
                            ----------------------------------------------------
of Notes.
--------
<PAGE>

                                                                             101



          Holders may communicate pursuant to TIA (S) 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 (S)
312(c).

               Section 12.4 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
     12.5) 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 12.5)
     stating that, in the opinion of such counsel, all such conditions precedent
     and covenants have been satisfied.

               Section 12.5 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 (S) 314(a)(4)) shall comply with the provisions of TIA
(S) 314(e) and shall include:

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

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

     (c) a statement that, in the opinion of such Person, he or she has made
     such examination or investigation as is necessary to enable 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 12.6 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.
<PAGE>

                                                                             102



               Section 12.7  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 12.8  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 12.9  No Adverse Interpretation of Other Agreements.
                             ---------------------------------------------

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

               Section 12.10 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 12.11 Severability.
                             ------------

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

               Section 12.12 Counterpart Originals; Acceptance by Trustee.
                             --------------------------------------------
<PAGE>

                                                                             103



          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 12.13 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>

                                                                             104



                                   SIGNATURES

Dated as of May 11, 1999

                     HEALTHTRUST, INC.--THE HOSPITAL COMPANY



                                By: /s/ R. Milton Johnson
                                    Name:  R. Milton Johnson
                                    Title: Vice President



                                CITIBANK N.A.
                                  as Trustee


                                By: /s/ Wafaa Orfy
                                    Name:  Wafaa Orfy
                                    Title: Senior Trust Officer

<PAGE>


     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 11, 1999 (this "First
Supplemental Indenture"), is by and among Healthtrust, Inc.--The Hospital
Company, a Delaware corporation (the "Company"), LifePoint Hospitals, Inc., a
Delaware corporation("LifePoint"), and Citibank N.A., as trustee (the
"Trustee").

                              W I T N E S S E T H

     WHEREAS, the Company and the Trustee are parties to an indenture dated as
May 11, 1999 (as amended, the "Indenture"), providing for the issuance of an
aggregate principal amount of up to $185,000,000 of 10 3/4% Senior Subordinated
Notes due 2009 (the "Notes");

     WHEREAS, the Indenture provides that upon the Company transferring the
America Group assets to LifePoint, the Company will cause LifePoint to assume,
by a supplemental indenture 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 the Indenture on the part of the Company to be performed or observed; and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this First Supplemental Indenture.

     NOW, THEREFORE, for and in consideration of the foregoing premises, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:

     1.  Capitalized Terms.  Capitalized terms used herein without definition
         -----------------
shall have the meanings assigned to them in the Indenture.

     2.  Assumption by LifePoint.  LifePoint hereby assumes the due and punctual
         -----------------------
payment of the principal of, premium, if any, Additional Interest, if any,  and
interest, on all outstanding Notes issued pursuant to the Indenture and the
performance of every obligation and covenant set forth in the Indenture to be
performed or observed on the part of the Company or Triad.  LifePoint is hereby
substituted for, and may exercise every right and power of, the Company under
the Indenture with the same effect as if LifePoint had been named as the Company
in the Indenture, and LifePoint is a successor corporation under the Indenture.

     3.  Release of the Company.  Upon the America Group assets being validly
         ----------------------
transferred to LifePoint, the execution and delivery of this First Supplemental
Indenture by the Company, LifePoint and the Trustee and the execution and
delivery of the LifePoint Assumption Agreement to the Registration Rights
Agreement by the Company and LifePoint, the Company will be fully,
unconditionally and irrevocably released from all liabilities, obligations and
covenants under the Indenture and the outstanding Notes.

                                       1
<PAGE>

     4.  Notation on Notes.  Notes authenticated and delivered after the date
         -----------------
hereof may bear the following notation, which may be stamped or imprinted
thereon:

         "In connection with the transfer by Healthtrust, Inc.--The Hospital
     Company (the "Healthtrust") of the America Group assets to LifePoint
     Hospitals, Inc. ("LifePoint") and pursuant to the First Supplemental
     Indenture dated as of May 11, 1999, LifePoint has assumed the due and
     punctual payment of the principal of, premium, if any, Additional Interest,
     if any, and interest, on this Note and the performance of every obligation
     and covenant of the Indenture on the part of Healthtrust or LifePoint to be
     performed or observed and Healthtrust has been fully, unconditionally and
     irrevocably released from all obligations hereunder."

     5.  Notices.  For purposes of Section 12.2 of the Indenture, the address
         -------
for notices to LifePoint shall be:

             LifePoint Hospitals, Inc.
             4525 Harding Road, Suite 300
             Nashville, Tennessee  37205
             Attention:  General Counsel

     6.  New York Law to Govern.  THE INTERNAL LAW OF THE STATE OF NEW YORK
         ----------------------
SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE.

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

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

     9.  The Trustee.  The Trustee shall not be responsible in any manner
         -----------
whatsoever for or in respect of the validity or sufficiency of this First
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company and LifePoint.

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

                                       2
<PAGE>

                                         HEALTHTRUST, INC.--THE HOSPITAL COMPANY


                                         By:  /s/  R. Milton Johnson
                                            ------------------------
                                         Name:  R. Milton Johnson
                                         Title:  Vice President


                                         LIFEPOINT HOSPITALS, INC.


                                         By:  /s/  William F. Carpenter III
                                            -------------------------------
                                         Name:  William F. Carpenter III
                                         Title:  Senior Vice President


                                         CITIBANK N.A.


                                         By:  /s/  Citibank N.A.
                                            --------------------

                                       3
<PAGE>


     THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 11, 1999 (this "Second
Supplemental Indenture") is by and among LifePoint Hospitals, Inc., a Delaware
corporation ("LifePoint"), LifePoint Hospitals Holdings, Inc., a Delaware
corporation ("Holdings"), and Citibank N.A., as trustee (the "Trustee").

                              W I T N E S S E T H

     WHEREAS, Healthtrust, Inc.--The Hospital Company, a Delaware corporation
("Healthtrust"), and the Trustee are parties to an indenture dated as May 11,
1999 (as amended, the "Indenture"), providing for the issuance of an aggregate
principal amount of up to $185,000,000 of 10 3/4% Senior Subordinated Notes due
2009 (the "Notes");

     WHEREAS, pursuant to the First Supplemental Indenture, dated as of May 11,
1999, to the Indenture, LifePoint assumed all of the obligations of Healthtrust
under the Indenture and the Notes;

     WHEREAS, the Indenture provides that upon LifePoint transferring
substantially all of its assets to Holdings, LifePoint will cause Holdings to
assume, by a supplemental indenture LifePoint'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 LifePoint to be performed or observed;
and

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Second Supplemental Indenture.

     NOW, THEREFORE, for and in consideration of the foregoing premises, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:

     1.  Capitalized Terms.  Capitalized terms used herein without definition
         -----------------
shall have the meanings assigned to them in the Indenture.

     2.  Assumption by Holdings.  Holdings hereby assumes the due and punctual
         ----------------------
payment of the principal of, premium, if any, Additional Interest, if any, and
interest, on all outstanding Notes issued pursuant to the Indenture and the
performance of every obligation and covenant set forth in the Indenture to be
performed or observed on the part of the Company or Holdings.  Holdings is
hereby substituted for, and may exercise every right and power of, the Company
under the Indenture with the same effect as if Holdings had been named as the
Company in the Indenture, and Holdings is a successor corporation under the
Indenture.

     3.  Release of LifePoint.  Upon the America Group assets being validly
         --------------------
transferred to Holdings, the execution and delivery of this Second Supplemental
Indenture by LifePoint, Holdings and the Trustee and the execution and delivery
of the

                                       1
<PAGE>

Holdings Assumption Agreement to the Registration Rights Agreement by LifePoint
and Holdings, LifePoint will be fully, unconditionally and irrevocably released
from all liabilities, obligations and covenants under the Indenture and the
outstanding Notes.

     4.  Notation on Notes.  Notes authenticated and delivered after the date
         -----------------
hereof may bear the following notation, which may be stamped or imprinted
thereon:

         "In connection with the transfer by LifePoint Hospitals, Inc. (the
     "Company") of the America Group assets to LifePoint Hospitals Holdings,
     Inc. ("Holdings") and pursuant to the Second Supplemental Indenture dated
     as of May 11, 1999, Holdings has assumed the due and punctual payment of
     the principal of, premium, if any, Additional Interest, if any, and
     interest, on this Note and the performance of every obligation and covenant
     of the Indenture on the part of the Company or Holdings to be performed or
     observed and LifePoint has been fully, unconditionally and irrevocably
     released from all obligations hereunder."

     5.  Notices.  For purposes of Section 12.2 of the Indenture, the address
         -------
for notices to Holdings shall be:

                               LifePoint Hospitals Holdings, Inc.
                               4525 Harding Road, Suite 300
                               Nashville, Tennessee  37205
                               Attention:  General Counsel

     6.  New York Law to Govern.  THE INTERNAL LAW OF THE STATE OF NEW YORK
         ----------------------
SHALL GOVERN AND BE USED TO CONSTRUE THIS SECOND SUPPLEMENTAL INDENTURE.

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

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

     9.  The Trustee.  The Trustee shall not be responsible in any manner
         -----------
whatsoever for or in respect of the validity, legality or sufficiency of this
Second Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made solely by the Company and Holdings.

                                       2
<PAGE>

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

                                    LIFEPOINT HOSPITALS, INC.


                                    By:  /s/  William F. Carpenter III
                                       -------------------------------
                                    Name:  William F. Carpenter III
                                    Title:  Senior Vice President



                                    LIFEPOINT HOSPITALS HOLDINGS, INC.


                                    By:   /s/  Kenneth C. Donahey
                                       --------------------------
                                    Name:  Kenneth C. Donahey
                                    Title:  Senior Vice President



                                    CITIBANK N.A.


                                    By:   /s/ Citibank N.A.
                                       --------------------

                                       3
<PAGE>


          THIS THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental
Indenture"), dated as of May 11, 1999, is by and among the parties identified as
a Guarantor on the signature pages hereto (each, a "Guaranteeing Subsidiary" and
collectively, the "Guaranteeing Subsidiaries"), each a subsidiary of LifePoint
Hospitals Holdings, Inc. (or its permitted successor), a Delaware corporation
("Holdings"), Holdings and Citibank N.A., as trustee under the indenture
referred to below (the "Trustee").

                              W I T N E S S E T H

          WHEREAS, Healthtrust, Inc.--The Hospital Company, a Delaware
corporation ("Healthtrust"), has heretofore executed and delivered to the
Trustee the indenture (as amended, the "Indenture"), dated as of May 11, 1999
providing for the issuance of an aggregate principal amount of up to
$185,000,000 of 10 3/4% Senior Subordinated Notes due 2009 (the "Notes");

          WHEREAS, LifePoint Hospitals, Inc., a Delaware corporation
("LifePoint"), has assumed all of the obligations of Healthtrust under the
Indenture and the Notes pursuant to the First Supplemental Indenture dated as of
May 11, 1999;

          WHEREAS, Holdings has assumed all of the obligations of LifePoint
under the Indenture and the Notes pursuant to the Second Supplemental Indenture
dated as of May 11, 1999;

          WHEREAS, the Indenture provides that, following the contribution by
Holdings of certain assets to its direct, wholly-owned subsidiary, LifePoint
Holdings 2, LLC and the contribution by LifePoint Holdings 2, LLC of certain of
its assets to its direct, wholly-owned subsidiary, LifePoint Holdings 3, Inc.
and immediately prior to the Spin-Off Distribution, the Guaranteeing
Subsidiaries shall execute and deliver to the Trustee a supplemental indenture
pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee
all of Holdings' obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the "Note Guarantee"); and

          WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Third Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

          1.  Capitalized Terms.  Capitalized terms used herein without
              -----------------
definition shall have the meanings assigned to them in the Indenture.

          2.  Agreement to Guarantee.  Each of the Guaranteeing Subsidiaries
              ----------------------
hereby agrees as follows:
<PAGE>

          (a)  To jointly and severally Guarantee to each Holder of a Note
               authenticated and delivered by the Trustee and to the Trustee and
               its successors and assigns, irrespective of the validity and
               enforceability of the Indenture, the Notes or the obligations of
               Holdings hereunder or thereunder, that:

               (i)  the principal of and interest on the Notes will be promptly
                    paid by the Company in full when due, whether at maturity,
                    by acceleration, redemption or otherwise, and interest on
                    the overdue principal of and interest on the Notes, if any,
                    if lawful, and all other obligations of Holdings 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

               (ii) in case of any extension of time of payment or renewal of
                    any Notes or any of such other obligations, that same will
                    be promptly paid 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.

          (b)  The obligations hereunder shall be unconditional, irrespective of
               the validity, regularity or enforceability of the Notes or the
               Indenture, the absence of any action to enforce the same, any
               waiver or consent by any Holder of the Notes with respect to any
               provisions hereof or thereof, the recovery of any judgment
               against Holdings, any action to enforce the same or any other
               circumstance which might otherwise constitute a legal or
               equitable discharge or defense of a Guarantor.

          (c)  The following is hereby waived: diligence, presentment, demand of
               payment (except as specifically provided in (a) above), filing of
               claims with a court in the event of insolvency or bankruptcy of
               Holdings, any right to require a proceeding first against
               Holdings, protest, notice and all demands (except as specifically
               provided in (a) above) whatsoever.

                                       2
<PAGE>

          (d)  This Note Guarantee shall not be discharged except (i) by
               complete performance of the obligations contained in the Notes
               and the Indenture or (ii) as provided in Section 5 hereof.

          (e)  If any Holder or the Trustee is required by any court or
               otherwise to return to Holdings, the Guarantors, or any
               Custodian, Trustee, liquidator or other similar official acting
               in relation to either Holdings 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.

          (f)  The Guaranteeing Subsidiaries 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.

          (g)  As between the Guarantors, on the one hand, and the Holders and
               the Trustee, on the other hand, (x) the maturity of the
               obligations guaranteed hereby may be accelerated as provided in
               Article 6 of the Indenture for the purposes of this 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 6 of the Indenture, such obligations (whether or not due
               and payable) shall forthwith become due and payable by the
               Guarantors for the purpose of this Note Guarantee, failing
               payment when due by the Company which failure continues for three
               days after demand therefor is made to the Company.

          (h)  The Guarantors shall have the right to seek contribution from any
               non-paying Guarantor so long as the exercise of such right does
               not impair the rights of the Holders under the Note Guarantee.

          (i)  The obligations hereunder shall be subject to the subordination
               provisions set forth in Article 10 of the Indenture.

          (j)  Notwithstanding any provision contained in this Third
               Supplemental Indenture, the Indenture or the Note Guarantee of
               Dodge City Healthcare Group, L.P., a Kansas limited partnership
               ("Dodge Sub"), the amount of the Guarantee of Dodge Sub contained
               in this Third Supplemental Indenture, the Indenture and such Note
               Guarantee shall be limited to 50% of the value of the assets of
               Dodge Sub (as determined from the audited financial statements of
               Dodge Sub as of the close of the immediately preceding fiscal
               year of Dodge Sub); provided that such limitation to the
               Guarantee of Dodge Sub shall no longer be effective, and

                                       3
<PAGE>

               shall no longer apply, after the Amended and Restated Limited
               Partnership Agreement of Dodge Sub, effective as of March 1,
               1995, among Columbia/HCA of Dodge City, Inc., American Medicorp
               Development Co., Western Plains Regional Hospital, Inc. and Dodge
               City Outpatient Surgical Facility, Inc., as amended, is modified
               (as contemplated by Section 4.23(b) of the Indenture) to permit
               the Guarantee by Dodge Sub of all of the obligations of Holdings
               under the Notes and the Indenture.

          (k)  Notwithstanding any provision contained in this Third
               Supplemental Indenture, the Indenture or the Note Guarantee of
               Bartow Healthcare System Ltd., a Florida limited partnership
               ("Bartow Sub"), the amount of the Guarantee of Bartow Sub
               contained in this Third Supplemental Indenture, the Indenture and
               such Note Guarantee shall be limited to $1,000,000; provided that
               such limitation to the Guarantee of Bartow Sub shall no longer be
               effective, and shall no longer apply, after the Amended and
               Restated Limited Partnership Agreement of Bartow Sub, effective
               as of August 19, 1996, among HCA of Florida, Inc. and Bartow
               Memorial Hospital, Inc., as amended, is modified (as contemplated
               by Section 4.23(c) of the Indenture) to permit the Guarantee by
               Bartow Sub of all of the obligations of Holdings under the Notes
               and the Indenture.

        3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the
           ----------------------
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

        4. Guaranteeing Subsidiaries May Consolidate, Etc. on Certain Terms. The
           ----------------------------------------------------------------
Guaranteeing Subsidiaries may not sell or otherwise dispose of all or
substantially all of their assets, or consolidate with or merge with or into
(whether or not such Guarantors are the surviving Person) another corporation,
Person or entity whether or not affiliated with such Guarantors except in
accordance with the provisions set forth in the Indenture, including, without
limitation, Section 5.1 of the Indenture.

        5. Releases.  The Note Guarantee of the Guaranteeing Subsidiaries will
           --------
be released in accordance with the provisions set forth in the Indenture,
including, without limitation, Section 11.5 of the Indenture. The Trustee will
provide any written confirmation or evidence of the termination of such Note
Guarantee as reasonably required by the Company. 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 the Indenture as provided in Article 11 of the Indenture.

        6. No Recourse Against Others.  No director, officer, employee,
           --------------------------
incorporator, stockholder or agent of each Guaranteeing Subsidiary, as such,
shall have any liability for any obligations of Holdings or any Guaranteeing
Subsidiaries under the

                                       4
<PAGE>

Notes, the Indenture, any Note Guarantees or this Supplemental Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes. Such waiver may not be effective to waive liabilities under the
federal securities laws.

        7. New York Law to Govern.  THE INTERNAL LAW OF THE STATE OF NEW YORK
           ----------------------
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

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

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

        10. The Trustee.  The Trustee shall not be responsible in any manner
            -----------
whatsoever for or in respect of the validity, legality or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and
Holdings.

                                       5
<PAGE>

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

Dated: May 11, 1999

                         AMERICA GROUP OFFICES, LLC,
                         as guarantor

                         By: LIFEPOINT CORPORATE SERVICES,
                             LIMITED PARTNERSHIP

                         By: GENERAL PARTNER:

                         LIFEPOINT CSGP, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         AMERICA MANAGEMENT
                         COMPANIES, LLC, as guarantor

                         By: LIFEPOINT CORPORATE SERVICES,
                             LIMITED PARTNERSHIP

                         By: GENERAL PARTNER:

                         LIFEPOINT CSGP, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         AMG - CROCKETT, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       6
<PAGE>

                         AMG - HILCREST, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         AMG - HILLSIDE, LLC, as guarantor

                         By: LIFEPOINT MEDICAL GROUP -
                             HILLSIDE, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title: Senior Vice President


                         AMG - LIVINGSTON, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         AMG - LOGAN, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       7
<PAGE>

                         AMG - SOUTHERN TENNESSEE, LLC,
                         as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         AMG - TRINITY, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         ASHLEY VALLEY MEDICAL CENTER, LLC,
                         as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         ASHLEY VALLEY PHYSICIAN PRACTICE,
                         LLC, as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       8
<PAGE>

                         BARROW MEDICAL CENTER, LLC,
                         as guarantor

                         By: LIFEPOINT OF GEORGIA,
                             LIMITED PARTNERSHIP

                         By: GENERAL PARTNER:

                         LIFEPOINT OF GAGP, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         BARTOW HEALTHCARE PARTNER, INC.,
                         as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         BARTOW HEALTHCARE SYSTEM, LTD.,
                         as guarantor

                         By: GENERAL PARTNER:

                         BARTOW HEALTHCARE PARTNER, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         BOURBON COMMUNITY HOSPITAL, LLC,
                         as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       9
<PAGE>

                         BUFFALO TRACE RADIATION ONCOLOGY
                         ASSOCIATES, LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         CASTLEVIEW HOSPITAL, LLC, as guarantor

                         By: CASTLEVIEW MEDICAL, LLC

                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         CASTLEVIEW MEDICAL, LLC, as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.

                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         CASTLEVIEW PHYSICIAN PRACTICE, LLC,
                         as guarantor

                         By: CASTLEVIEW MEDICAL, LLC

                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       10
<PAGE>

                         COMMUNITY HOSPITAL OF ANDALUSIA,
                         INC., as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         COMMUNITY MEDICAL, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         CROCKETT HOSPITAL, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         DODGE CITY HEALTHCARE GROUP, LP,
                         as guarantor

                         By: GENERAL PARTNER:

                         DODGE CITY HEALTHCARE PARTNER, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       11
<PAGE>

                         DODGE CITY HEALTHCARE PARTNER, INC.,
                         as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         GEORGETOWN COMMUNITY HOSPITAL,
                         LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         GEORGETOWN REHABILITATION, LLC,
                         as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         HALSTEAD HOSPITAL, LLC, as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       12
<PAGE>

                         HCK LOGAN MEMORIAL, LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         HDP ANDALUSIA, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         HDP GEORGETOWN, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         HILLSIDE HOSPITAL, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       13
<PAGE>

                         HST PHYSICIAN PRACTICE, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         HTI GEORGETOWN, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         HTI PINELAKE, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         INTEGRATED PHYSICIAN SERVICES, LLC,
                         as guarantor

                         By: LIFEPOINT OF GEORGIA,
                             LIMITED PARTNERSHIP

                         By: GENERAL PARTNER:

                         LIFEPOINT OF GAGP, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       14
<PAGE>

                         KANSAS HEALTHCARE MANAGEMENT
                         COMPANY, INC., as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         KENTUCKY HOSPITAL, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         KENTUCKY MEDSERVE, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         KENTUCKY MSO, LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         KENTUCKY PHYSICIANS SERVICES, INC.,
                         as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       15
<PAGE>

                         LAKE CUMBERLAND HEALTH CARE, INC.,
                         as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LAKE CUMBERLAND REGIONAL
                         HOSPITAL, LLC, as guarantor

                         By: LAKE CUMBERLAND HEALTH CARE, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT CSGP, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT CSLP, LLC, as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       16
<PAGE>

                         LIFEPOINT CORPORATE SERVICES, LIMITED PARTNERSHIP,
                         as guarantor

                         By: GENERAL PARTNER:

                         LIFEPOINT CSGP, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT HOLDINGS 2, INC., as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT HOLDINGS 3, INC., as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT MEDICAL GROUP -
                         HILLSIDE, INC., as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       17
<PAGE>

                         LIFEPOINT OF GEORGIA, LIMITED PARTNERSHIP,
                         as guarantor

                         By: GENERAL PARTNER:

                         LIFEPOINT OF GAGP, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT OF GAGP, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT OF KENTUCKY, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 3, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT RC, INC., as guarantor


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       18
<PAGE>

                         LIVINGSTON REGIONAL HOSPITAL, LLC,
                         as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LOGAN MEDICAL, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LOGAN MEMORIAL HOSPITAL, LLC,
                         as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LOSCO, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       19
<PAGE>

                         MEADOWVIEW PHYSICIAN PRACTICE, LLC,
                         as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         MEADOWVIEW REGIONAL MEDICAL CENTER,
                         LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         MEADOWVIEW RIGHTS, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         PINELAKE PHYSICIAN PRACTICE,
                         LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       20
<PAGE>

                         PINELAKE REGIONAL HOSPITAL,
                         LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         POITRAS PRACTICE, LLC, as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         R. KENDALL BROWN PRACTICE,
                         LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       21
<PAGE>

                         RIVERTON MEMORIAL HOSPITAL, LLC,
                         as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         RIVERTON PHYSICIAN PRACTICES, LLC,
                         as guarantor

                         By: LIFEPOINT HOSPITALS HOLDINGS, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         RIVERVIEW MEDICAL CENTER, LLC,
                         as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         SELECT HEALTHCARE, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         SILETCHNIK PRACTICE, LLC, as guarantor

                         By: LIFEPOINT OF KENTUCKY, LLC

                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       22
<PAGE>

                         SMITH COUNTY MEMORIAL HOSPITAL, LLC,
                         as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         SOUTHERN TENNESSEE EMS, LLC,
                         as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         SOUTHERN TENNESSEE MEDICAL
                         CENTER, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         SPRINGHILL MEDICAL CENTER, LLC,
                         as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       23
<PAGE>

                         SPRINGHILL MOB, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         THM PHYSICIAN PRACTICE, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         TRINITY HOSPITAL, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 2, LLC


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         WESTERN PLAINS REGIONAL
                         HOSPITAL, LLC, as guarantor

                         By: LIFEPOINT HOLDINGS 3, INC.


                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President


                         LIFEPOINT HOSPITALS HOLDINGS, INC.

                         By:  /s/  Kenneth C. Donahey
                            -------------------------
                            Name:  Kenneth C. Donahey
                            Title:  Senior Vice President

                                       24
<PAGE>

                         CITIBANK N.A., as Trustee


                         By:  /s/ Citibank N.A.
                            -------------------

                                       25
<PAGE>


                         FOURTH SUPPLEMENTAL INDENTURE


          FOURTH SUPPLEMENTAL INDENTURE (this "Fourth Supplemental Indenture"),
dated as of May 11, 1999, among Columbia/HCA Healthcare Corporation, a Delaware
corporation ("Columbia/HCA"), LifePoint Hospitals Holdings, Inc. (or its
permitted successor), a Delaware corporation ("Holdings"), and Citibank N.A., as
trustee under the indenture referred to below (the "Trustee").

                              W I T N E S S E T H
                              -------------------

          WHEREAS, Healthtrust, Inc.--The Hospital Company, a Delaware
corporation ("Healthtrust"), has heretofore executed and delivered to the
Trustee the indenture (as amended, the "Indenture"), dated as of May 11, 1999,
providing for the issuance of an aggregate principal amount of up to
$185,000,000 of 10 3/4% Senior Subordinated Notes due 2009 (the "Notes");

          WHEREAS, LifePoint Hospitals, Inc., a Delaware corporation
("LifePoint") has assumed all of the obligations of Healthtrust under the
Indenture and the Notes pursuant to the First Supplemental Indenture dated as of
May 11, 1999;

          WHEREAS, Holdings has assumed all obligations of LifePoint under the
Indenture and the Notes pursuant to the Second Supplemental Indenture dated as
of May 11, 1999;

          WHEREAS, certain subsidiaries of Holdings, including without
limitation Dodge City Healthcare Group, L.P. (the "Dodge Sub") and Bartow
Healthcare System, Ltd. (the "Bartow Sub"), have guaranteed (the "Dodge
Guarantee" and the "Bartow Guarantee," respectively) Holdings' obligations under
the Notes and the Indenture pursuant to the Third Supplemental Indenture dated
as of May 11, 1999 (the "Third Supplemental Indenture");

          WHEREAS, Columbia/HCA has agreed to execute and deliver to the Trustee
a supplemental indenture pursuant to which Columbia/HCA shall guarantee
Holdings' obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the "Note Guarantee"); and

          WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Fourth Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged,
Columbia/HCA, Holdings and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Notes as follows:
<PAGE>

        1. Capitalized Terms.  Capitalized terms used herein without definition
           -----------------
shall have the meanings assigned to them in the Indenture.

        2. Agreement to Guarantee.  Columbia/HCA hereby agrees as follows:
           ----------------------

   (a) To jointly and severally Guarantee to each Holder of a Note authenticated
       and delivered by the Trustee and to the Trustee and its successors and
       assigns, irrespective of the validity and enforceability of the
       Indenture, the Notes or the obligations of Holdings hereunder or
       thereunder, that:

       (i)  the principal of and interest on the Notes will be promptly paid by
            the Company in full when due, whether at maturity, by acceleration,
            redemption or otherwise, and interest on the overdue principal of
            and interest on the Notes, if any, if lawful, and all other
            obligations of Holdings 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

       (ii) in case of any extension of time of payment or renewal of any Notes
            or any of such other obligations, that same will be promptly paid 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.

   (b) The obligations hereunder shall be unconditional, irrespective of the
       validity, regularity or enforceability of the Notes or the Indenture, the
       absence of any action to enforce the same, any waiver or consent by any
       Holder of the Notes with respect to any provisions hereof or thereof, the
       recovery of any judgment against Holdings, any action to enforce the same
       or any other circumstance which might otherwise constitute a legal or
       equitable discharge or defense of a Guarantor.

                                       2
<PAGE>

   (c) The following is hereby waived: diligence, presentment, demand of payment
       (except as specifically provided in (a) above), filing of claims with a
       court in the event of insolvency or bankruptcy of Holdings, any right to
       require a proceeding first against Holdings, protest, notice and all
       demands (except as specifically provided in (a) above) whatsoever.

   (d) This Note Guarantee shall not be discharged except (i) by complete
       performance of the obligations contained in the Notes and the Indenture
       or (ii) as provided in Section 3 or Section 6 hereof.

   (e) If any Holder or the Trustee is required by any court or otherwise to
       return to Holdings, the Guarantors, or any Custodian, Trustee, liquidator
       or other similar official acting in relation to either Holdings 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.

   (f) Columbia/HCA 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.

   (g) As between the Guarantors, on the one hand, and the Holders and the
       Trustee, on the other hand, (x) the maturity of the obligations
       guaranteed hereby may be accelerated as provided in Article 6 of the
       Indenture for the purposes of this 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 6
       of the Indenture, such obligations (whether or not due and payable) shall
       forthwith become due and payable by the Guarantors for the purpose of
       this Note Guarantee, failing payment when due by the Company which
       failure continues for three days after demand therefor is made to the
       Company.

   (h) The Guarantors shall have the right to seek contribution from any non-
       paying Guarantor so long as the exercise of such right does not impair
       the rights of the Holders under the Note Guarantee.

                                       3
<PAGE>

   (i) The obligations hereunder shall be subject to the subordination
       provisions set forth in Article 10 of the Indenture.

        3.  Limitation on Note Guarantee.  (a) Notwithstanding any other
            ----------------------------
provision of this Fourth Supplemental Indenture, the Indenture or the Note
Guarantee, the amount of the Note Guarantee of Columbia/HCA contained in this
Fourth Supplemental Indenture, the Indenture and the Note Guarantee shall be
limited to an amount (the "Cap") equal to the sum of: (A) the difference between
(i) the aggregate amount that would have been recovered under the Note
guarantees of all Guarantors without giving effect to the limitation on the
Dodge Guarantee referenced in Section 2(j) of the Third Supplemental Indenture
(as such limitation may be amended, the "Dodge Limitation") and (ii) the
aggregate amount recovered under the Note guarantees of all Guarantors after
giving effect to the Dodge Limitation and (B) the difference between (i) the
aggregate amount that would have been recovered under the Note guarantees of all
Guarantors without giving effect to the limitation on the Bartow Guarantee
referenced in Section 2(k) of the Third Supplemental Indenture (as such
limitation may be amended, the "Bartow Limitation") and (ii) the aggregate
amount recovered under the Note guarantees of all Guarantors after giving effect
to the Bartow Limitation.

        (b) Immediately upon (i) the termination of the Dodge Limitation or (ii)
the discharge or release of the Dodge Guarantee, and without any further action
required by any party hereto, the amount of the Cap shall be reduced to an
amount calculated pursuant to clause (B) of Section 3(a) above. Immediately upon
(i) the termination of the Bartow Limitation or (ii) the discharge or release of
the Bartow Guarantee, and without any further action required by any party
hereto, the amount of the Cap shall be reduced to an amount calculated pursuant
to clause (A) of Section 3(a) above. Immediately upon (i) the termination of
both the Dodge Limitation and the Bartow Limitation, (ii) the release or
discharge of both the Dodge Guarantee and the Bartow Guarantee, (iii) the
termination of the Dodge Limitation and the release or discharge of the Bartow
Guarantee or (iv) the termination of the Bartow Limitation and the release or
discharge of the Dodge Guarantee, and without any further action required by any
party hereto, the Note Guarantee of Columbia/HCA shall be fully, unconditionally
and irrevocably discharged and released, and Columbia/HCA shall have no further
obligations under the Note Guarantee, this Fourth Supplemental Indenture and the
Indenture.

        4. Execution and Delivery.  Columbia/HCA agrees that the Note Guarantees
           ----------------------
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Note Guarantee.

        5. Columbia/HCA May Consolidate, Etc. on Certain Terms.  Columbia/HCA
           ---------------------------------------------------
may not sell or otherwise dispose of all or substantially all of its assets, or
consolidate with or merge with or into (whether or not Columbia/HCA is the
surviving Person) another corporation, Person or entity whether or not
affiliated with Columbia/HCA except in accordance with the provisions set forth
in the Indenture, including, without limitation, Section 5.1 of the Indenture.

                                       4
<PAGE>

        6. Releases.  The Note Guarantee of Columbia/HCA will be released in
           --------
accordance with the provisions set forth in the Indenture, including, without
limitation, Section 11.5 of the Indenture. The Note Guarantee will also be
released in accordance with the provisions of Section 3 above. The Trustee will
provide any written confirmation or evidence of the termination of such Note
Guarantee as reasonably required by the Company or Columbia/HCA.

        7. No Recourse Against Others.  No director, officer, employee,
           --------------------------
incorporator, stockholder or agent of the Columbia/HCA, as such, shall have any
liability for any obligations of Holdings or Columbia/HCA under the Notes, the
Indenture, any Note Guarantees or this Fourth Supplemental Indenture 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. Such waiver may not be effective to waive liabilities under the
federal securities laws.

        8. New York Law to Govern.  THE INTERNAL LAW OF THE STATE OF NEW YORK
           ----------------------
SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE.

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

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

        11. The Trustee.  The Trustee shall not be responsible in any manner
            -----------
whatsoever for or in respect of the validity, legality or sufficiency of this
Fourth Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made solely by Columbia/HCA and Holdings.

                                       5
<PAGE>

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

Dated:  May 11, 1999

                              COLUMBIA/HCA HEALTHCARE
                                 CORPORATION


                              By:  /s/  R. Milton Johnson
                                 ------------------------
                              Name:  R. Milton Johnson
                              Title:  Vice President


                              LIFEPOINT HOSPITALS, INC.


                              By:  /s/  William F. Carpenter III
                                 -------------------------------
                              Name:  William F. Carpenter III
                              Title:  Senior Vice President


                              CITIBANK N.A.


                              By:  /s/  Citibank N.A.
                                 --------------------

                                       6