<PAGE>

                                                                  EXECUTION COPY

                                                                     EXHIBIT 4.1

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

                              IASIS HEALTHCARE LLC

                            IASIS CAPITAL CORPORATION

                     and each of the Guarantors party hereto

                    8 3/4% SENIOR SUBORDINATED NOTES DUE 2014

                                    INDENTURE

                            Dated as of June 22, 2004

                    The Bank of New York Trust Company, N.A.

                                     Trustee

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

<PAGE>

                             CROSS-REFERENCE TABLE*

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

        N.A. means not applicable.

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

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                             <C>
                                                  ARTICLE 1.
                                         DEFINITIONS AND INCORPORATION
                                                 BY REFERENCE

SECTION 1.01       Definitions................................................................................     1
SECTION 1.02       Other Definitions..........................................................................    31
SECTION 1.03       Incorporation by Reference of Trust Indenture Act..........................................    32
SECTION 1.04       Rules of Construction and Calculation......................................................    32

                                                   ARTICLE 2.
                                                   THE NOTES

SECTION 2.01       Form and Dating............................................................................    33
SECTION 2.02       Execution and Authentication...............................................................    34
SECTION 2.03       Registrar and Paying Agent.................................................................    35
SECTION 2.04       Paying Agent to Hold Money in Trust........................................................    35
SECTION 2.05       Holder Lists...............................................................................    35
SECTION 2.06       Transfer and Exchange......................................................................    36
SECTION 2.07       Replacement Notes..........................................................................    49
SECTION 2.08       Outstanding Notes..........................................................................    50
SECTION 2.09       Treasury Notes.............................................................................    50
SECTION 2.10       Temporary Notes............................................................................    50
SECTION 2.11       Cancellation...............................................................................    50
SECTION 2.12       Defaulted Interest.........................................................................    51
SECTION 2.13       CUSIP Numbers..............................................................................    51
SECTION 2.14       Issuance of Additional Notes...............................................................    51

                                                  ARTICLE 3.
                                           REDEMPTION AND PREPAYMENT

SECTION 3.01       Notices to Trustee.........................................................................    52
SECTION 3.02       Selection of Notes to Be Redeemed or Purchased.............................................    52
SECTION 3.03       Notice of Redemption.......................................................................    53
SECTION 3.04       Effect of Notice of Redemption.............................................................    54
SECTION 3.05       Deposit of Redemption or Purchase Price....................................................    54
SECTION 3.06       Notes Redeemed or Purchased in Part........................................................    54
SECTION 3.07       Optional Redemption........................................................................    54
SECTION 3.08       Mandatory Redemption.......................................................................    55
SECTION 3.09       Offer to Purchase by Application of Excess Proceeds........................................    55

                                                   ARTICLE 4.
                                                   COVENANTS

SECTION 4.01       Payment of Notes...........................................................................    57
SECTION 4.02       Maintenance of Office or Agency............................................................    57
SECTION 4.03       Reports....................................................................................    58
SECTION 4.04       Compliance Certificate.....................................................................    59
SECTION 4.05       Taxes......................................................................................    60
SECTION 4.06       Stay, Extension and Usury Laws.............................................................    60
SECTION 4.07       Restricted Payments........................................................................    60
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                               <C>
SECTION 4.08       Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries..................    65
SECTION 4.09       Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock..........    67
SECTION 4.10       Asset Sales................................................................................    71
SECTION 4.11       Transactions with Affiliates...............................................................    73
SECTION 4.12       Liens......................................................................................    76
SECTION 4.13       Business Activities........................................................................    76
SECTION 4.14       Corporate Existence........................................................................    76
SECTION 4.15       Offer to Repurchase Upon Change of Control.................................................    77
SECTION 4.16       No Layering of Debt........................................................................    78
SECTION 4.17       Designation of Restricted and Unrestricted Subsidiaries....................................    79
SECTION 4.18       Existence of Corporate Co-Issuer...........................................................    79
SECTION 4.19       Payments for Consent.......................................................................    79
SECTION 4.20       Additional Subsidiary Guarantees...........................................................    80

                                                   ARTICLE 5.
                                                  SUCCESSORS

SECTION 5.01       Merger, Consolidation, or Sale of Assets...................................................    80
SECTION 5.02       Successor Corporation Substituted..........................................................    81

                                                  ARTICLE 6.
                                             DEFAULTS AND REMEDIES

SECTION 6.01       Events of Default..........................................................................    82
SECTION 6.02       Acceleration...............................................................................    83
SECTION 6.03       Other Remedies.............................................................................    84
SECTION 6.04       Waiver of Past Defaults....................................................................    84
SECTION 6.05       Control by Majority........................................................................    84
SECTION 6.06       Limitation on Suits........................................................................    84
SECTION 6.07       Rights of Holders to Receive Payment.......................................................    85
SECTION 6.08       Collection Suit by Trustee.................................................................    85
SECTION 6.09       Trustee May File Proofs of Claim...........................................................    85
SECTION 6.10       Priorities.................................................................................    86
SECTION 6.11       Undertaking for Costs......................................................................    86

                                                   ARTICLE 7.
                                                    TRUSTEE

SECTION 7.01       Duties of Trustee..........................................................................    86
SECTION 7.02       Rights of Trustee..........................................................................    87
SECTION 7.03       Individual Rights of Trustee...............................................................    88
SECTION 7.04       Trustee's Disclaimer.......................................................................    89
SECTION 7.05       Notice of Defaults.........................................................................    89
SECTION 7.06       Reports by Trustee to Holders of the Notes.................................................    89
SECTION 7.07       Compensation and Indemnity.................................................................    89
SECTION 7.08       Replacement of Trustee.....................................................................    90
SECTION 7.09       Successor Trustee by Merger, etc...........................................................    91
SECTION 7.10       Eligibility; Disqualification..............................................................    91
SECTION 7.11       Preferential Collection of Claims Against Company..........................................    91

                                                  ARTICLE 8.
                                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01       Option to Effect Legal Defeasance or Covenant Defeasance...................................    92
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
SECTION 8.02       Legal Defeasance and Discharge.............................................................    92
SECTION 8.03       Covenant Defeasance........................................................................    92
SECTION 8.04       Conditions to Legal or Covenant Defeasance.................................................    93
SECTION 8.05       Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                   Provisions.................................................................................    94
SECTION 8.06       Repayment to Issuers.......................................................................    95
SECTION 8.07       Reinstatement..............................................................................    95

                                                  ARTICLE 9.
                                       AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01       Without Consent of Holders.................................................................    95
SECTION 9.02       With Consent of Holders....................................................................    96
SECTION 9.03       Amendments regarding Subordination.........................................................    98
SECTION 9.04       Compliance with Trust Indenture Act........................................................    98
SECTION 9.05       Revocation and Effect of Consents..........................................................    98
SECTION 9.06       Notation on or Exchange of Notes...........................................................    98
SECTION 9.07       Trustee to Sign Amendments, etc............................................................    98

                                                  ARTICLE 10.
                                                 SUBORDINATION

SECTION 10.01      Agreement to Subordinate...................................................................    99
SECTION 10.02      Liquidation; Dissolution;Bankruptcy........................................................    99
SECTION 10.03      Default on Designated Senior Debt..........................................................    99
SECTION 10.04      Acceleration of Notes.....................................................................    100
SECTION 10.05      When Distribution Must Be Paid Over.......................................................    100
SECTION 10.06      Notice by Company.........................................................................    101
SECTION 10.07      Subrogation...............................................................................    101
SECTION 10.08      Relative Rights...........................................................................    101
SECTION 10.09      Subordination May Not Be Impaired by Issuers..............................................    101
SECTION 10.10      Distribution or Notice to Representative..................................................    102
SECTION 10.11      Rights of Trustee and Paying Agent........................................................    102
SECTION 10.12      Authorization to Effect Subordination.....................................................    102

                                                  ARTICLE 11.
                                             SUBSIDIARY GUARANTEES

SECTION 11.01      Guarantee.................................................................................    102
SECTION 11.02      Subordination of Subsidiary Guarantee.....................................................    104
SECTION 11.03      Limitation on Guarantor Liability.........................................................    104
SECTION 11.04      Execution and Delivery of Subsidiary Guarantee............................................    104
SECTION 11.05      Guarantors May Consolidate, etc., on Certain Terms........................................    105
SECTION 11.06      Releases..................................................................................    105

                                                  ARTICLE 12.
                                          SATISFACTION AND DISCHARGE

SECTION 12.01      Satisfaction and Discharge................................................................    106
SECTION 12.02      Application of Trust Money................................................................    107

                                                  ARTICLE 13.
                                                 MISCELLANEOUS

SECTION 13.01      Trust Indenture Act Controls..............................................................    108
SECTION 13.02      Notices...................................................................................    108
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                              <C>
SECTION 13.03      Communication by Holders with Other Holders...............................................    109
SECTION 13.04      Certificate and Opinion as to Conditions Precedent........................................    109
SECTION 13.05      Statements Required in Certificate or Opinion.............................................    109
SECTION 13.06      Rules by Trustee and Agents...............................................................    110
SECTION 13.07      No Personal Liability of Directors, Officers, Employees and Stockholders..................    110
SECTION 13.08      Governing Law.............................................................................    110
SECTION 13.09      No Adverse Interpretation of Other Agreements.............................................    110
SECTION 13.10      Successors................................................................................    110
SECTION 13.11      Severability..............................................................................    110
SECTION 13.12      Counterpart Originals.....................................................................    110
SECTION 13.13      Table of Contents, Headings, etc..........................................................    111
</TABLE>

                                    EXHIBITS

<TABLE>
<S>               <C>
Exhibit A1        FORM OF NOTE
Exhibit A2        FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF NOTATION OF SUBSIDIARY GUARANTEE
Exhibit E         FORM OF SUPPLEMENTAL INDENTURE
</TABLE>

                                       iv

<PAGE>

      INDENTURE dated as of June 22, 2004 among IASIS Healthcare LLC, a Delaware
limited liability company ("the Company"), IASIS Capital Corporation, a Delaware
corporation ("IASIS Capital" and together with the Company, the "Issuers"), the
Guarantors (as defined) and The Bank of New York Trust Company, N.A., as trustee
(the "Trustee").

      The Issuers, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 8 3/4% Senior Subordinated Notes due 2014 (the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01 Definitions.

      "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

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

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

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

      "Additional Assets" means any property or assets (other than Indebtedness
and Capital Stock) to be used by the Company or a Restricted Subsidiary of the
Company in a Permitted Business.

      "Additional Notes" means any Notes (other than the Initial Notes), if any,
issued under this Indenture in accordance with Sections 2.02, 2.14 and 4.09
hereof.

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

                                        1

<PAGE>

deemed to be an Affiliate of the Company or any of its Subsidiaries solely by
reason of such Investment.

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

      "Agreement and Plan of Merger" means the Agreement and Plan of Merger by
and among IASIS Investment LLC, Titan Merger Corporation and Holdings, dated as
of May 4, 2004.

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

      "Asset Sale" means:

      (1) the sale, lease (other than operating leases), conveyance or other
disposition of any assets or rights outside of the ordinary course of business;
provided that the sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole shall be governed by Sections 4.15 and 5.01 of this Indenture
and not by Section 4.10 of this Indenture; and

      (2) the issuance of Equity Interests in any of the Company's Restricted
Subsidiaries or the sale of Equity Interests in any of its Subsidiaries (other
than directors' qualifying Equity Interests or Equity Interests required by
applicable law to be held by a Person other than the Company or a Restricted
Subsidiary of the Company).

Notwithstanding the preceding, none of the following items shall be deemed to be
an Asset Sale:

      (1) any single transaction or series of related transactions that involves
assets having a Fair Market Value of less than $5.0 million;

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

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

      (4) the sale or lease of products, services or accounts receivable
(including at a discount) in the ordinary course of business and any sale or
other disposition of damaged, worn-out, negligible, surplus or obsolete assets
in the ordinary course of business;

      (5) the sale or other disposition of Cash Equivalents;

      (6) a Restricted Payment that does not violate Section 4.07 of this
Indenture or is a Permitted Investment;

      (7) a sale and leaseback transaction with respect to any assets within 180
days of the acquisition of such assets;

                                        2

<PAGE>

      (8) any exchange of like-kind property of the type described in Section
1031 of the Internal Revenue Code of 1986 for use in a Permitted Business;

      (9) the sale or disposition of any assets or property received as a result
of a foreclosure by the Company or any of its Restricted Subsidiaries on any
secured Investment or any other transfer of title with respect to any secured
Investment in default;

      (10) the licensing of intellectual property in the ordinary course of
business or in accordance with industry practice;

      (11) the sale, lease, conveyance, disposition or other transfer of (a) the
Capital Stock of, or any Investment in, any Unrestricted Subsidiary or (b)
Permitted Investments made pursuant to clause (15) of the definition of
"Permitted Investments";

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

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

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

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

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

      "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time.

      "Board of Directors" means:

      (1) with respect to a corporation, the board of directors of the
corporation or any committee thereof duly authorized to act on behalf of such
board;

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

                                        3

<PAGE>

      (3) with respect to a limited liability company, the managing member or
members or any controlling committee of managing members thereof; and

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

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

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

      "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

      "Capital Stock" means:

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

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

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

      (4) any other interest or participation that confers on a Person the right
to receive a share of the profits and losses of, or distributions of assets of,
the issuing Person, but excluding from all of the foregoing any debt securities
convertible into Capital Stock, whether or not such debt securities include any
right of participation with Capital Stock.

      "Cash Equivalents" means:

      (1) United States dollars or any other currencies held from time to time
in the ordinary course of business;

      (2) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality of the United States
government (provided that the full faith and credit of the United States is
pledged in support of those securities) having maturities of not more than 12
months from the date of acquisition;

      (3) direct obligations issued by any state of the United States of America
or any political subdivision of any such state, or any public instrumentality
thereof, in each case having maturities of not more than 12 months from the date
of acquisition;

      (4) certificates of deposit and eurodollar time deposits with maturities
of 12 months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding 12 months

                                        4

<PAGE>

and overnight bank deposits, in each case, with any lender party to the Credit
Agreement or with any domestic commercial bank that is at least "adequately
capitalized" (as defined in the regulations of its primary Federal banking
regulator) and has Tier 1 Capital (as defined in such regulations) of not less
than $500.0 million;

      (5) repurchase obligations with a term of not more than one year for
underlying securities of the types described in clauses (2) and (4) above
entered into with any financial institution meeting the qualifications specified
in clause (4) above;

      (6) commercial paper having one of the two highest ratings obtainable from
Moody's Investors Service, Inc. or Standard & Poor's Rating Services and, in
each case, maturing within 12 months after the date of acquisition;

      (7) Indebtedness or preferred stock issued by Persons with a rating of "A"
or higher from Standard & Poor's Rating Services or "A2" or higher from Moody's
Investors Service, Inc. with maturities of 12 months or less from the date of
acquisition; and

      (8) money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (6) of this
definition.

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

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

      (2) the adoption of a plan relating to the liquidation or dissolution of
the Company (other than a plan with respect to the Company adopted solely for
the purpose of reorganizing the Company as a corporation);

      (3) the consummation of any transaction (including, without limitation,
any merger or consolidation), the result of which is that any "person" (as
defined above), other than Permitted Holders, becomes the Beneficial Owner,
directly or indirectly, of more than 50% of the Voting Stock of the Company,
measured by voting power rather than number of shares; provided, however, for
purposes of this clause (3), each Person will be deemed to beneficially own any
Voting Stock of another Person held by one or more of its Subsidiaries; or

      (4) after an initial public offering of the Company or any direct or
indirect parent of the Company, the first day on which a majority of the members
of the Board of Directors of the Company are not Continuing Directors.

      "Clearstream" means Clearstream Banking, S.A.

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

                                        5

<PAGE>

      "Consolidated Adjusted EBITDA" means, with respect to any specified Person
for any period (the "Measurement Period"), the Consolidated Net Income of such
Person for such period plus, without duplication and to the extent deducted in
determining such Consolidated Net Income, the amounts for such period of:

      (1) the Fixed Charges of such Person and its Restricted Subsidiaries for
the Measurement Period; plus

      (2) the consolidated income tax expense of such Person and its Restricted
Subsidiaries for the Measurement Period; plus

      (3) the consolidated depreciation expense of such Person and its
Restricted Subsidiaries for the Measurement Period; plus

      (4) the consolidated amortization expense of such Person and its
Restricted Subsidiaries for the Measurement Period; plus

      (5) Subordinated Management Fees paid and permitted to be paid under the
terms of this Indenture plus reasonable out-of-pocket expenses incurred, in each
case, during the Measurement Period pursuant to the Management Services
Agreement; plus

      (6) fees, costs and expenses paid or payable in cash by the Company or any
of its Subsidiaries during the Measurement Period in connection with the
Transactions (including, without limitation, retention payments paid as an
incentive to retained employees in connection with the Transactions); plus

      (7) other non-cash expenses and charges for the Measurement Period
reducing Consolidated Net Income (excluding any such non-cash item to the extent
representing an accrual or reserve for potential cash items in any future period
or amortization of a prepaid cash item that was paid in a prior period); plus

      (8) any non-recurring out-of-pocket expenses or charges for the
Measurement Period relating to any offering of Equity Interests by the Company
or any direct or indirect parent of the Company, any Asset Sale, Investment or
merger, recapitalization or acquisition transactions made by the Company or any
of its Restricted Subsidiaries, or any Indebtedness incurred by the Company or
any of its Restricted Subsidiaries (in each case, whether or not successful);
plus

      (9) fees and expenses incurred in connection with litigation in respect of
Rocky Mountain Medical Center, Inc., a Subsidiary of the Company, that is
described under the caption "Business--Legal Proceedings" in the Offering
Memorandum; plus

      (10) Consolidated Net Income attributable to minority interests of a
Restricted Subsidiary of the Company that is not a Wholly Owned Subsidiary;
minus

      (11) without duplication, other non-cash items (other than the accrual of
revenue in accordance with GAAP consistently applied in the ordinary course of
business) increasing Consolidated Net Income for the Measurement Period
(excluding any such non-cash item to the

                                        6

<PAGE>

extent it represents the reversal of an accrual or reserve for potential cash
item in any prior period).

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

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

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

      (3) the cumulative effect of a change in accounting principles will be
excluded;

      (4) the amortization of any premiums, fees or expenses incurred in
connection with the Transactions or any amounts required or permitted by
Accounting Principles Board Opinions Nos. 16 (including non-cash write-ups and
non-cash charges relating to inventory and fixed assets, in each case arising in
connection with the Transactions) and 17 (including non-cash charges relating to
intangibles and goodwill), in each case in connection with the Transactions,
will be excluded;

      (5) any gain or loss, together with any related provision for taxes on
such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries will be excluded;

      (6) any extraordinary gain or loss, together with any related provision
for taxes on such extraordinary gain or loss will be excluded;

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

      (8) all non-recurring or unusual gains and losses and all restructuring
charges will be excluded;

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

      (10) all non-cash charges relating to employee benefit or other management
or stock compensation plans of the Company or a Restricted Subsidiary of the
Company (excluding any

                                        7

<PAGE>

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

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

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

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

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

      "Credit Agreement" means that certain Amended and Restated Credit
Agreement, dated as of the date of this Indenture, by and among the Company, as
borrower, Holdings, certain subsidiaries of the Company, Bank of America, N.A.,
as administrative agent, and various lenders providing for up to $425.0 million
of term loan and $250.0 million of revolving credit borrowings, including any
related notes, Guarantees, collateral documents, instruments and agreements
executed in connection therewith, and, in each case, as amended, restated,
modified, renewed, refunded, replaced (whether upon or after termination or
otherwise) or refinanced by any other Indebtedness (including by means of sales
of debt securities and including any amendment, restatement, modification,
renewal, refunding, replacement or refinancing that increases the amount
borrowed thereunder or extends the maturity thereof) in whole or in part from
time to time.

      "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case,
with banks or other institutional lenders providing for revolving credit loans,
term loans, receivables financing (including through the sale of receivables to
such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or letters of credit or any other Indebtedness, in
each case, as amended, restated, modified, renewed, refunded, replaced (whether
upon or after termination or otherwise) or refinanced (including by means of
sales of debt securities and including any amendment, restatement, modification,
renewal, refunding, replacement or refinancing that increases the amount
borrowed thereunder or extends the maturity thereof) in whole or in part from
time to time.

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

                                        8

<PAGE>

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

      "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

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

      "Designated Noncash Consideration" means any non-cash consideration
received by the Company or a Restricted Subsidiary of the Company in connection
with an Asset Sale that is designated as Designated Noncash Consideration
pursuant to an Officer's Certificate, executed by the president and the
principal financial officer of the Company.

      "Designated Preferred Stock" means preferred stock of the Company (other
than Disqualified Stock), that is issued for cash (other than to a Restricted
Subsidiary of the Company) and is so designated as Designated Preferred Stock,
pursuant to an Officer's Certificate executed on the date of such issuance.

      "Designated Senior Debt" means:

      (1) any Indebtedness outstanding under the Credit Agreement; and

      (2) after payment in full of all Obligations under the Credit Agreement,
any other Senior Debt permitted under this Indenture the principal amount of
which is $25.0 million or more and that has been designated by the Company as
"Designated Senior Debt."

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case, at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is 90 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, (x) any Capital Stock that would constitute Disqualified
Stock solely because the holders of the Capital Stock have the right to require
the Company or its Subsidiary that issued such Capital Stock to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale will
not constitute Disqualified Stock, (y) any Capital Stock that would constitute
Disqualified Stock solely as a result of any redemption feature that is
conditioned upon, and subject to, compliance with Section 4.07 hereof shall not
constitute Disqualified Stock and (z) any Capital Stock issued to any plan for
the benefit of employees will not constitute Disqualified Stock solely because
it may be required to be repurchased by the Company or its Subsidiary that
issued such Capital Stock in order to satisfy applicable statutory or regulatory
obligations. The amount of Disqualified Stock deemed to be outstanding at any
time for purposes of this Indenture will be the maximum amount that the Company
and its Restricted Subsidiaries may become obligated to pay upon the

                                        9

<PAGE>

maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock, exclusive of accrued dividends.

      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia or that guarantees any Indebtedness of the Company
under the Credit Agreement.

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

      "Equity Offering" means a public or private offering of Qualified Capital
Stock of the Company or a direct or indirect parent of the Company.

      "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

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

      "Exchange Notes" means the Notes issued in the Exchange Offer pursuant 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.

      "Excluded Contributions" means net cash proceeds, marketable securities or
Qualified Proceeds received by the Company from (i) contributions to its common
equity capital and (ii) the sale (other than to a Subsidiary of the Company or
to any management equity plan or stock option plan or any other management or
employee benefit plan or agreement of the Company) of Equity Interests (other
than Disqualified Stock and Designated Preferred Stock) of the Company, in each
case designated as Excluded Contributions pursuant to an Officer's Certificate
on the date such capital contributions are made or the date such Equity
Interests are sold, as the case may be, that are excluded from the calculation
set forth in clause (3) of Section 4.07(a) hereof.

      "Existing Indebtedness" means Indebtedness existing on the date of this
Indenture, plus interest accruing thereon.

      "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors,
chief executive officer or chief financial officer of the Company (unless
otherwise provided in this Indenture).

      "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Adjusted EBITDA of such Person for
such period to the Fixed Charges of such Person for such period. In the event
that the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems, defeases or

                                       10

<PAGE>

otherwise discharges any Indebtedness (other than ordinary working capital
borrowings) or issues, repurchases or redeems preferred stock or Disqualified
Stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase, redemption, defeasance or other discharge of Indebtedness, or such
issuance, repurchase or redemption of preferred stock or Disqualified Stock, and
the use of the proceeds therefrom, as if the same had occurred at the beginning
of the applicable four-quarter reference period.

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

      (1) Investments, acquisitions, mergers, consolidations and dispositions
that have been made by the specified Person or any of its Restricted
Subsidiaries, or any Person or any of its Restricted Subsidiaries acquired by,
merged or consolidated with the specified Person or any of its Restricted
Subsidiaries, and including any related financing transactions and including
increases in ownership of Restricted Subsidiaries, during the four-quarter
reference period or subsequent to such reference period and on or prior to the
Calculation Date will be given pro forma effect, including giving effect to Pro
Forma Cost Savings, as if they had occurred on the first day of the four-quarter
reference period;

      (2) the Consolidated Adjusted EBITDA attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses
(and ownership interests therein) disposed of prior to the Calculation Date,
will be excluded;

      (3) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses (and ownership
interests therein) disposed of prior to the Calculation Date, will be excluded,
but only to the extent that the obligations giving rise to such Fixed Charges
will not be obligations of the specified Person or any of its Restricted
Subsidiaries following the Calculation Date;

      (4) any Person that is a Restricted Subsidiary on the Calculation Date
will be deemed to have been a Restricted Subsidiary at all times during such
four-quarter period;

      (5) any Person that is not a Restricted Subsidiary on the Calculation Date
will be deemed not to have been a Restricted Subsidiary at any time during such
four-quarter period; and

      (6) if any Indebtedness bears a floating rate of interest, the interest
expense on such Indebtedness will be calculated as if the rate in effect on the
Calculation Date had been the applicable rate for the entire period (taking into
account any Hedging Obligation applicable to such Indebtedness).

      For purposes of this definition, whenever pro forma effect is given to a
transaction, the pro forma calculations shall be made in good faith by a
responsible financial or accounting officer of the Company. For purposes of
determining whether any Indebtedness constituting a Guarantee may be incurred,
the interest on the Indebtedness to be guaranteed shall be included in
calculating the Fixed Charge Coverage Ratio on a pro forma basis. Interest on a
Capitalized

                                       11

<PAGE>

Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by a responsible financial or accounting officer of the Company to be
the rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP. For purposes of making the computation referred to above, 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. Interest on Indebtedness that may optionally be
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rate, shall be deemed to have been
based upon the rate actually chosen, or, if none, then based upon such optional
rate chosen as the Company may designate.

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

      (1) the consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, net of interest income, whether paid or accrued,
including, without limitation, original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations, the
interest component of all payments associated with Capital Lease Obligations,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net of the effect of all cash
payments made or received pursuant to Hedging Obligations in respect of interest
rates, and excluding amortization of deferred financing costs; plus

      (2) any interest on Indebtedness of another Person that is guaranteed by
such Person or one of its Restricted Subsidiaries or secured by a Lien on assets
of such Person or one of its Restricted Subsidiaries, but only to the extent
that such Guarantee or Lien is called upon; plus

      (3) all cash dividends, paid on any series of preferred stock of such
Person or any of its Restricted Subsidiaries (other than to the Company or a
Restricted Subsidiary of the Company), in each case, determined on a
consolidated basis in accordance with GAAP.

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

      "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
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 deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A1 and A2 hereto and that bears the Global
Note Legend and that has the "Schedule of Exchanges of Interests in the Global
Note" attached thereto, issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

                                       12

<PAGE>

      "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America (including any agency or
instrumentality thereof) and the payment for which the United States pledges its
full faith and credit.

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

      "Guarantors" means each Restricted Subsidiary of the Company that executes
a Subsidiary Guarantee in accordance with the provisions of this Indenture, and
their respective successors and assigns, in each case, until the Subsidiary
Guarantee of such Person has been released in accordance with the provisions of
this Indenture.

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

      (1) interest rate swap agreements (whether from fixed to floating or from
floating to fixed), interest rate cap agreements and interest rate collar
agreements;

      (2) other agreements or arrangements designed to manage interest rates or
interest rate risk; and

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

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

      "Holdings" means IASIS Healthcare Corporation, a Delaware corporation.

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

      "Hospital Investment Program" means, with respect to any Subsidiary of the
Company, substantially all of the assets of which consist of one or more
Hospitals, an offering by such Subsidiary for the sale or issuance of Equity
Interests in such Subsidiary to any Hospital Investment Program Participants;
provided that (i) after giving effect to such sale or issuance with respect to
any Subsidiary, the Company directly or indirectly controls such Subsidiary and
owns at least 65% of the economic interests of such Subsidiary, (ii) each such
sale or issuance shall be for an amount at least equal to the Fair Market Value
thereof, (iii) each such sale results in consideration at least 75% of which
shall be in the form of cash (for such purpose, taking into account the amount
of cash, the principal amount of any promissory notes and the Fair Market Value
of any other consideration), (iv) the cash and Cash Equivalents received in
connection therewith are treated as aggregate cash proceeds in respect of an
Asset Sale, (v) each Hospital Investment Program Participant acknowledges in
writing that (x), if applicable, the relevant

                                       13

<PAGE>

Subsidiary has guaranteed the Notes and the obligations of the borrower under
the Credit Agreement and has granted a security interest in its assets to secure
such guaranty in respect of the Credit Agreement and (y) the documentation
governing the Notes restricts the ability of such Subsidiary to make
distributions to such Hospital Investment Program Participant.

      "Hospital Investment Program Participants" means, with respect to any
Hospital, Persons interested in such Hospital including physicians,
administrators and other Persons in the community in which such Hospital is
located.

      "Hospital Swap" means an exchange of assets by the Company or a Restricted
Subsidiary of the Company for one or more Hospitals and/or one or more Related
Businesses or for 100% of the Capital Stock of any Person owning or operating
one or more Hospitals and/or one or more Related Businesses and, to the extent
necessary to equalize the value of the assets being exchanged, the receipt or
payment of cash by the Company or a Restricted Subsidiary of the Company;
provided that cash received by the Company or a Restricted Subsidiary of the
Company 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 by the Company or a
Restricted Subsidiary of the Company in such transaction, unless such excess
cash over the aforementioned 20% threshold is treated as aggregate cash proceeds
in respect of an Asset Sale.

      "Indebtedness" means, with respect to any specified Person, the principal
and premium (if any) of any indebtedness of such Person (excluding accrued
expenses and trade payables), whether or not contingent:

      (1) in respect of borrowed money;

      (2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof) (other than
letters of credit issued in respect of trade payables);

      (3) in respect of banker's acceptances;

      (4) representing Capital Lease Obligations;

      (5) representing the balance deferred and unpaid of the purchase price of
any property or services due more than twelve months after such property is
acquired or such services are completed (except any such balance that
constitutes a trade payable or similar obligation to a trade creditor); or

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

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

                                       14

<PAGE>

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

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

      "Initial Notes" means the first $475.0 million aggregate principal amount
of Notes issued under this Indenture.

      "Initial Purchasers" means Banc of America Securities LLC, Citigroup
Global Markets Inc, Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC.

      "Insurance Subsidiary" means a Subsidiary of the Company or a Restricted
Subsidiary of the Company established for the purpose of insuring (1) the
healthcare business or facilities owned or operated by the Company or any
Subsidiary of the Company or (2) any physician employed by or on the medical
staff of any such business or facility.

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

      "Issue Date" means the date on which the Initial Notes were issued under
this Indenture.

      "Issuers" means the Company and IASIS Capital, together.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or 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.

                                       15

<PAGE>

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

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

      "Management Services Agreement" means the Management Services Agreement as
in effect on the date of this Indenture, as described under the caption "Certain
Relationships and Related Party Transactions" in the Offering Memorandum.

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

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, payments made in order to obtain a necessary
consent or required by applicable law, and sales commissions, and any relocation
expenses incurred as a result of the Asset Sale, taxes paid or payable as a
result of the Asset Sale, including taxes resulting from the transfer of the
proceeds of such Asset Sale to the Company, in each case, after taking into
account:

      (1) any available tax credits or deductions and any tax sharing
arrangements;

      (2) amounts required to be applied to the repayment of Indebtedness, other
than Senior Debt, secured by a Lien on the asset or assets that were the subject
of such Asset Sale;

      (3) any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP;

      (4) any reserve for adjustment in respect of any liabilities associated
with the asset disposed of in such transaction and retained by the Company or
any Restricted Subsidiary of the Company after such sale or other disposition
thereof;

      (5) any distributions and other payments required to be made to minority
interest holders in Subsidiaries or joint ventures as a result of such Asset
Sale; and

      (6) in the event that a Restricted Subsidiary of the Company consummates
an Asset Sale and makes a pro rata payment of dividends to all of its
stockholders from any cash proceeds of such Asset Sale, the amount of dividends
paid to any stockholder other than the Company or any other Restricted
Subsidiary of the Company,

                                       16

<PAGE>

provided that any net proceeds of an Asset Sale by a Non-Guarantor Subsidiary
that are subject to restrictions on repatriation to the Company will not be
considered Net Proceeds for so long as such proceeds are subject to such
restrictions.

      "New York Office of the Trustee" means 101 Barclay Street, New York, New
York 10286.

      "Non-Guarantor Subsidiaries" means (v) any Unrestricted Subsidiary, (w)
Health Choice Arizona, Inc., Odessa Regional Hospital, LP, Jordan Valley
Hospital, LP, Davis Hospital & Medical Center, LP, The Medical Center of
Southeast Texas, LP and Biltmore Surgery Center, Limited Partnership, (x) any
Receivables Subsidiary, (y) any Subsidiary of the Company that does not
guarantee the Company's Obligations under the Credit Agreement and (z) in
addition to the foregoing, any other non-Wholly Owned Subsidiary of the Company
that has issued Equity Interests pursuant to a Hospital Investment Program and
that has assets that, at the time of designation, together with the assets of
all other Non-Guarantor Subsidiaries designated pursuant to this clause (z),
represent no more than 20% of the Total Assets. The Board of Directors of the
Company may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary by
filing with the Trustee a certified copy of a resolution of such Board of
Directors giving effect to such designation and an Officer's Certificate
certifying as to the applicable clause of the definition of Non-Guarantor
Subsidiaries that warrants such designation. In addition, if a Guarantor that is
a guarantor under the Credit Agreement is released from its guarantee of the
Credit Agreement, it will be automatically released from its guarantee of the
Notes and will be a Non-Guarantor Subsidiary.

      "Non-Recourse Debt" means Indebtedness:

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

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

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

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

      "Notes" has the meaning assigned to it in the preamble to this Indenture.

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

                                       17

<PAGE>

      "Offering Memorandum" means the Issuer's offering memorandum, dated June
10, 2004, related to the issuance and sale of the Initial Notes.

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

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

      "Opinion of Counsel" means an opinion from legal counsel that meets the
requirements of Section 13.05 hereof. The counsel may be an employee of or
counsel to the Company or any Subsidiary of the Company.

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

      "Permitted Business" means (i) any business engaged in by the Company or
any of its Restricted Subsidiaries on the date of this Indenture and (ii) any
business or other activities that are reasonably similar, ancillary,
complementary or related to, or a reasonable extension, development or expansion
of, the businesses in which the Company and its Restricted Subsidiaries are
engaged on the date of this Indenture and (iii) any business in the healthcare
industry.

      "Permitted Holders" means TPG Partners IV, L.P., JLL Partners Fund IV,
L.P., Trimaran Fund Management, L.L.C. and their respective Affiliates.

      "Permitted Investments" means:

      (1) any Investment in the Company or in a Restricted Subsidiary of the
Company; provided that any Investment in a Non-Guarantor Subsidiary by either of
the Issuers or a Guarantor shall be evidenced by (A) a certificate, or other
evidence of equity, in the case of any Investment in the form of equity or (B) a
note, or other evidence of Indebtedness, in the case of any Investment in the
form of Indebtedness, in each case, issued to and held by such Issuer or
Guarantor, as applicable, except to the extent of the Fair Market Value of
assets received by such Issuer or Guarantor, as applicable, in respect of such
Investment.

      (2) any Investment in Cash Equivalents;

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

      (a) such Person becomes a Restricted Subsidiary of the Company; or

                                       18

<PAGE>

      (b) such Person, in one transaction or a series of transactions, is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company;

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

      (5) any Investment solely in exchange for the issuance of Equity Interests
(other than Disqualified Stock) of the Company;

      (6) any Investments received in compromise, settlement or resolution of
(A) obligations of trade creditors or customers that were incurred in the
ordinary course of business of the Company or any of its Restricted
Subsidiaries, including pursuant to any plan of reorganization or similar
arrangement upon the bankruptcy or insolvency of any trade creditor or customer,
(B) litigation, arbitration or other disputes with Persons who are not
Affiliates or (C) as a result of a foreclosure by the Company or any Restricted
Subsidiary of the Company with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default;

      (7) Investments represented by Hedging Obligations;

      (8) any Investment in payroll, travel and similar advances to cover
business-related travel expenses, moving expenses or other similar expenses, in
each case incurred in the ordinary course of business;

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

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

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

      (12) loans or advances to and guarantees provided for the benefit of
employees made in the ordinary course of business of the Company or the
Restricted Subsidiary of the Company in an aggregate principal amount not to
exceed $5.0 million at any one time outstanding;

      (13) Investments existing as of the date of this Indenture or an
Investment consisting of any extension, modification or renewal of any
Investment existing as of the date of this Indenture (excluding any such
extension, modification or renewal involving additional advances,

                                       19

<PAGE>

contributions or other investments of cash or property or other increases
thereof unless it is a result of the accrual or accretion of interest or
original issue discount or payment-in-kind pursuant to the terms, as of the date
of this Indenture, of the original Investment so extended, modified or renewed);

      (14) repurchases of the Notes;

      (15) other Investments in any Person having an aggregate Fair Market Value
(measured on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (15) that are at the time outstanding not to exceed
the greater of $75.0 million and 5% of Total Assets; provided, however, that if
any Investment pursuant to this clause (15) is made in any Person that is not a
Restricted Subsidiary of the Company at the date of the making of such
Investment and such Person becomes a Restricted Subsidiary of the Company after
such date, such Investment shall thereafter be deemed to have been made pursuant
to clause (1) above and shall cease to have been made pursuant to this clause
(15) for so long as such Person continues to be a Restricted Subsidiary of the
Company (it being understood that if such Person thereafter ceases to be a
Restricted Subsidiary of the Company, such Investment will again be deemed to
have been made pursuant to this clause (15));

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

      (17) Investments in connection with Hospital Swaps;

      (18) Physician Support Obligations; and

      (19) Investments in an Insurance Subsidiary in an amount that does not
exceed the minimum amount of capital required under the laws of the jurisdiction
in which the Insurance Subsidiary is formed plus the amount of any reasonable
general corporate and overhead expenses of such Insurance Subsidiary, and any
Investment by such Insurance Subsidiary that 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.

      "Permitted Junior Securities" means:

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

      (2) unsecured debt securities that are subordinated to all Senior Debt and
any debt securities issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees
are subordinated to Senior Debt under this Indenture (including, in the case of
Senior Debt under the Credit Facilities, with respect to payment blockage and
turnover, and the maturity and weighted average life to maturity of which

                                       20

<PAGE>

are six months greater than that of the Senior Debt and debt securities issued
in exchange for Senior Debt).

      "Permitted Liens" means:

      (1) Liens on assets of the Company or any of its Restricted Subsidiaries
securing Senior Debt that was permitted by the terms of this Indenture to be
incurred;

      (2) Liens in favor of the Issuers or the Guarantors;

      (3) Liens on property or assets of a Person, plus renewals and extensions
of such Liens, existing at the time such Person is merged with or into,
consolidated with or acquired by the Company or any Subsidiary of the Company;
provided that such Liens were in existence prior to the contemplation of such
merger, consolidation or acquisition and do not extend to any assets other than
those of the Person merged into, consolidated with or acquired by the Company or
such Subsidiary;

      (4) Liens on property (including Capital Stock) existing at the time of
acquisition of the property by the Company or any Restricted Subsidiary of the
Company; provided that such Liens were in existence prior to, such acquisition,
and not incurred in contemplation of, such acquisition;

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

      (6) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by Section 4.09(b)(4) hereof covering only the assets acquired,
constructed or improved with or financed by such Indebtedness;

      (7) Liens existing on the date of this Indenture, plus renewals and
extensions of such Liens;

      (8) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded; provided that any
reserve or other appropriate provision as is required in conformity with GAAP
has been made therefor;

      (9) Liens imposed by law, such as carriers', warehousemen's, landlord's,
materialmen's, laborers', employees', suppliers' and mechanics' Liens, in each
case, incurred in the ordinary course of business;

      (10) survey exceptions, title defects, encumbrances, easements or
reservations of, or rights of others for, licenses, rights-of-way, sewers,
electric lines, telegraph and telephone lines and other similar purposes, or
zoning or other restrictions as to the use of real property that do not
materially interfere with the ordinary conduct of the business of the Company
and its Subsidiaries, taken as a whole;

                                       21

<PAGE>

      (11) Liens created for the benefit of (or to secure) the Notes (or the
Subsidiary Guarantees);

      (12) Liens to secure any Permitted Refinancing Indebtedness permitted to
be incurred under this Indenture; provided, however, that:

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

      (b) the Indebtedness secured by the new Lien is not increased to any
amount greater than the sum of (x) the outstanding principal amount, or, if
greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an
amount necessary to pay any fees and expenses, including premiums, related to
such renewal, refunding, refinancing, replacement, defeasance or discharge;

      (13) Liens incurred in the ordinary course of business of the Company or
any Subsidiary of the Company with respect to obligations that do not exceed
$10.0 million at any one time outstanding;

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

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

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

      (17) zoning restrictions, easements, licenses, reservations, provisions,
encroachments, encumbrances, protrusion permits, servitudes, covenants,
conditions, waivers, restrictions on the use of property or minor irregularities
of title (and with respect to leasehold interests, mortgages, obligations, liens
and other encumbrances incurred, created, assumed or permitted to exist and
arising by, through or under a landlord or owner of the leased property, with or
without consent of the lessee), in each case, not materially interfering with
the ordinary conduct of the business of the Company and its Subsidiaries, taken
as a whole;

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

      (19) Liens securing Hedging Obligations;

                                       22

<PAGE>

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

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

      (22) Liens on the assets of Non-Guarantor Subsidiaries securing
Indebtedness of the Company or the Restricted Subsidiaries that were permitted
by the terms of this Indenture to be incurred.

      "Permitted Payments to Parent" means

      (1) payments, directly or indirectly, to Holdings to be used by Holdings
to pay (x) consolidated, combined or similar Federal, state and local taxes
payable by Holdings and directly attributable to (or arising as a result of) the
operations of the Company and its Subsidiaries and (y) franchise or similar
taxes and fees of Holdings required to maintain Holdings' corporate existence
and other taxes; provided, that:

      (a) the amount of such dividends, distributions or advances paid shall not
exceed the amount (x) that would be due with respect to a consolidated, combined
or similar Federal, state or local tax return that included the Company and its
Subsidiaries if the Company were a corporation for Federal, state and local tax
purposes plus (y) the actual amount of such franchise or similar taxes and fees
of Holdings required to maintain Holdings' corporate existence and other taxes,
each as applicable; and

      (b) such payments are used by Holdings for such purposes within 90 days of
the receipt of such payments; and

      (2) payments, directly or indirectly, to Holdings if the proceeds thereof
are used to pay general corporate and overhead expenses (including salaries and
other compensation of employees) incurred in the ordinary course of its business
or of the business of its parent holding company as a direct or indirect holding
company for the Company.

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

      (1) the principal amount (or accreted value, if applicable) of such
Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness extended, renewed, refunded,
refinanced, replaced, defeased or discharged (plus all accrued interest on the
Indebtedness and the amount of all fees, commissions, discounts and expenses,
including premiums, incurred in connection therewith);

                                       23

<PAGE>

      (2) if such Indebtedness is not Senior Debt, either (a) such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness being extended,
renewed, refunded, refinanced, replaced, defeased or discharged or (b) all
scheduled payments on or in respect of such Permitted Refinancing Indebtedness
(other than interest payments) shall be at least 91 days following the final
scheduled maturity of the Notes; and if such Indebtedness is Senior Debt and has
a final stated maturity later than the final stated maturity of the Notes, such
Permitted Refinancing Indebtedness has a final stated maturity later than the
final maturity of the Notes;

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

      (4) such Indebtedness is incurred

      (a) by the Company or by the Restricted Subsidiary who is the obligor on
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or
discharged;

      (b) by any Guarantor if the obligor on the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged is a Guarantor; or

      (c) by any Non-Guarantor Subsidiary if the obligor on the Indebtedness
being renewed, refunded, refinanced, replaced, defeased or discharged is a
Non-Guarantor Subsidiary.

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

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

      "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

      "Pro Forma Cost Savings" means, with respect to any period, the reduction
in net costs and related adjustments that (i) were directly attributable to an
acquisition, merger, consolidation or disposition that occurred during the
four-quarter reference period or subsequent to the four-quarter reference period
and on or prior to the Calculation Date and calculated on a basis that is
consistent with Regulation S-X under the Securities Act as in effect and applied
as of the date of this Indenture, (ii) were actually implemented by the business
that was the subject of any such

                                       24

<PAGE>

acquisition, merger, consolidation or disposition within 12 months after the
date of the acquisition, merger, consolidation or disposition and prior to the
Calculation Date that are supportable and quantifiable by the underlying
accounting records of such business or (iii) relate to the business that is the
subject of any such acquisition, merger, consolidation or disposition and that
the Company reasonably determines are probable based upon specifically
identifiable actions to be taken within 12 months of the date of the
acquisition, merger, consolidation or disposition and, in the case of each of
(i), (ii) and (iii), are described, as provided below, in an Officer's
Certificate, as if all such reductions in costs had been effected as of the
beginning of such period. Pro Forma Cost Savings described above shall be
accompanied by an Officer's Certificate delivered to the Trustee from the
Company's chief financial officer that outlines the specific actions taken or to
be taken, the net cost savings achieved or to be achieved from each such action
and that, in the case of clause (iii) above, such savings have been determined
to be probable.

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

      "Qualified Capital Stock" means any Capital Stock that is not Disqualified
Stock.

      "Qualified Proceeds" means any of the following or any combination of the
following:

      (1) Cash Equivalents;

      (2) the Fair Market Value of assets that are used or useful in the
Permitted Business; and

      (3) the Fair Market Value of the Capital Stock of any Person engaged
primarily in a Permitted Business if, in connection with the receipt by the
Company or any of its Restricted Subsidiaries of such Capital Stock, such Person
becomes a Restricted Subsidiary of the Company or such Person is merged or
consolidated into the Company or any of its Restricted Subsidiaries;

provided that Qualified Proceeds shall not include Excluded Contributions.

      "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries sells, conveys or otherwise
transfers, or grants a security interest, to:

      (1) a Receivables Subsidiary (in the case of a transfer by the Company or
any of its Subsidiaries, which transfer may be effected through the Company or
one or more of its Subsidiaries); and

      (2) if applicable, any other Person (in the case of a transfer by a
Receivables Subsidiary),

in each case, in any accounts receivable (including health care insurance
receivables), instruments, chattel paper, general intangibles and similar assets
(whether now existing or arising in the future, the "Receivables") of the
Company or any of its Subsidiaries, and any assets related thereto, including,
without limitation, all collateral securing such Receivables, all contracts,
contract rights and all guarantees or other obligations in respect of such
Receivables, proceeds of such Receivables and any other assets, which are
customarily transferred or in respect of which security interests are
customarily granted in connection with receivables financings and asset

                                       25

<PAGE>

securitization transactions of such type, together with any related transactions
customarily entered into in a receivables financings and asset securitizations,
including servicing arrangements.

      "Receivables Fees" means distributions or payments made directly or by
means of discounts with respect to any participation interest issued or sold in
connection with, and other fees paid to a Person that is not a Restricted
Subsidiary in connection with, any Qualified Receivables Transaction.

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

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

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

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

      (B) with which neither the Company nor any Subsidiary of the Company has
any material contract, agreement, arrangement or understanding other than on
terms no less favorable to the Company or such Subsidiary than those that might
be obtained at the time from Persons who are not Affiliates of the Company,
other than as may be customary in a Qualified Receivables Transaction including
for fees payable in the ordinary course of business in connection with servicing
accounts receivable; and (C) with which neither the Company nor any Subsidiary
of the Company has any obligation to maintain or preserve such Subsidiary's
financial condition or cause such Subsidiary to achieve certain levels of
operating results. Any such designation by the Board of Directors of the Company
will be evidenced to the Trustee by filing with the Trustee a certified copy of
the resolution of the Board of Directors of the Company giving effect to such
designation and an Officer's Certificate certifying that such designation
complied with the foregoing conditions.

      "Registration Rights Agreement" means (i) the Registration Rights
Agreement, dated as of June 22, 2004 among the Company, IASIS Capital, the
Guarantors and the other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time and (ii)
with respect to any Additional Notes, one or more

                                       26

<PAGE>

registration rights agreements among the Company, IASIS Capital and the other
parties thereto, as such agreement(s) may be amended, modified or supplemented
from time to time, relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the Securities Act.

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

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

      "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

      "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

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

      "Replacement Preferred Stock" means any Disqualified Stock or preferred
stock of the Company or any of its Restricted Subsidiaries issued in exchange
for, or the net proceeds of which are used to renew, refund, refinance, replace
or discharge any other preferred stock of the Company or any of its Restricted
Subsidiaries (other than intercompany preferred stock); provided that such
Replacement Preferred Stock is issued by the Company or by the Restricted
Subsidiary who is the issuer of the preferred stock being renewed, refunded,
refinanced, replaced or discharged.

      "Representative" means any trustee, agent or representative for any Senior
Debt.

      "Responsible Officer," when used with respect to the Trustee, means any
officer within the corporate trust administration 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 and who shall have responsibility
for the administration of this Indenture.

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

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

                                       27

<PAGE>

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

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

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

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

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

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

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

      "SEC" means the Securities and Exchange Commission.

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

      "Senior Debt" means:

      (1) all Indebtedness of the Issuers or any Guarantor outstanding under the
Credit Agreement or under any other Credit Facilities (including post-petition
interest at the rate provided in the documentation with respect thereto, whether
or not allowed as a claim in any bankruptcy proceeding), and all Hedging
Obligations and Treasury Management Obligations with respect thereto;

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

      (3) all Obligations with respect to the items listed in the preceding
clauses (1) and (2).

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

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

      (2) any intercompany Indebtedness of the Issuers or any of their
Subsidiaries to the Company or any of its Affiliates;

      (3) any trade payables;

      (4) the portion of any Indebtedness that is incurred in violation of this
Indenture (but only to the extent so incurred); provided that Indebtedness
outstanding under Credit Facilities will not cease to be Senior Debt as a result
of this clause (4) if the lenders or agents thereunder obtained a

                                       28

<PAGE>

representation from the Company or any of its Subsidiaries on the date such
Indebtedness was incurred to the effect that such Indebtedness was not
prohibited by this Indenture; or

      (5) Indebtedness which is classified as non-recourse in accordance with
GAAP or any unsecured claim arising in respect thereof by reason of the
application of Section 1111(b)(1) of the Bankruptcy Code.

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

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

      "Special Interest" means all special interest then owing pursuant to the
Registration Rights Agreement.

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

      "Subordinated Management Fees" means the management fees payable pursuant
to the Management Services Agreement which in the event of a bankruptcy of the
Company shall be subordinated to the prior payment in full, in cash, of all
Obligations due in respect of the Notes (including interest after the
commencement of any bankruptcy proceeding at the rate specified in the Notes)
and payment of which shall be suspended during the continuance of a payment
default in respect of the Notes.

      "Subsidiary" means, with respect to any specified Person:

      (1) any corporation, association or other business entity of which more
than 50% of the total voting power of shares of Capital Stock entitled (without
regard to the occurrence of any contingency and after giving effect to any
voting agreement or stockholders' agreement that effectively transfers voting
power) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and

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

      "Subsidiary Guarantee" means the Guarantee by each Guarantor of the
Issuers' Obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

                                       29

<PAGE>

      "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
thereunder.

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

      "Transactions" means the transactions contemplated by the Agreement and
Plan of Merger, including the borrowings under the Credit Agreement and the
offering of the Initial Notes.

      "Treasury Management Obligations" means obligations under any agreement
governing the provision of treasury or cash management services, including
deposit accounts, funds transfer, automated clearinghouse, zero balance
accounts, returned check concentration, controlled disbursement, lockbox,
account reconciliation and reporting and trade finance services. Treasury
Management Obligations shall not constitute Indebtedness.

      "Trustee" means the party named as such in the preamble to this Indenture
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 Global Note that does not bear and is
not required to bear the Private Placement Legend.

      "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

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

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

      (2) except as permitted by Section 4.11 hereof, is not party to any
agreement, contract, arrangement or understanding with the Company or any
Restricted Subsidiary of the Company unless the terms of any such agreement,
contract, arrangement or understanding are no less favorable to the Company or
such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company;

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

      (4) has not guaranteed or otherwise directly or indirectly provided credit
support for any Indebtedness of the Company or any of its Restricted
Subsidiaries, except in the case of clauses (3) and (4), to the extent:

                                       30

<PAGE>

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

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

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

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

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

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

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

      "Wholly Owned Subsidiary" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interest of
which (other than directors' qualifying shares) will as that time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such person.

SECTION 1.02      Other Definitions.

<TABLE>
<CAPTION>
                                        Term                                                    Defined in Section
                                        ----                                                    ------------------
<S>                                                                                       <C>
"Affiliate Transaction".............................................................      4.11
"Asset Sale Offer"..................................................................      3.09
"Authentication Order"..............................................................      2.02
"Calculation Date"..................................................................      1.01 (Definition of "Fixed Charge
                                                                                                Coverage Ratio")
"Change of Control Offer"...........................................................      4.15
"Change of Control Payment".........................................................      4.15
"Change of Control Payment Date"....................................................      4.15
"Covenant Defeasance"...............................................................      8.03
"DTC"...............................................................................      2.03
"Event of Default"..................................................................      6.01
"Excess Proceeds"...................................................................      4.10
"incur".............................................................................      4.09
"Legal Defeasance"..................................................................      8.02
"Offer Amount"......................................................................      3.09
"Offer Period"......................................................................      3.09
</TABLE>

                                       31

<PAGE>

<TABLE>
<CAPTION>
                                        Term                                          Defined in Section
                                        ----                                          ------------------
<S>                                                                                   <C>
"Paying Agent"......................................................................          2.03
"Permitted Debt"....................................................................          4.09
"Payment Blockage Notice"...........................................................         10.03
"Payment Default" ..................................................................          6.01
"Purchase Date".....................................................................          3.09
"Registrar".........................................................................          2.03
"Restricted Payments"...............................................................          4.07
</TABLE>

SECTION 1.03 Incorporation by Reference of Trust Indenture Act.

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

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

      "indenture securities" means the Notes;

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

      "indenture to be qualified" means this Indenture;

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

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

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

SECTION 1.04 Rules of Construction and Calculation.

      (a)   Unless the context otherwise requires:

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

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

            (3) "or" is not exclusive;

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

            (5) "will" shall be interpreted to express a command;

            (6) provisions apply to successive events and transactions;

                                       32

<PAGE>

            (7) references to sections of or rules under the Securities Act will
      be deemed to include substitute, replacement or successor sections or
      rules adopted by the SEC from time to time; and

            (8) "including" shall be interpreted to mean "including without
      limitation."

      (b)   All financial calculations regarding the Company and its
Subsidiaries for periods prior to the Issue Date shall be based upon the
consolidated financial statements of Holdings and its Subsidiaries.

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01 Form and Dating.

      (a)   General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibits A1 or A2 attached hereto. The
Notes may have notations, legends or endorsements required by law, stock
exchange rule or usage (provided that any such notation, legend or endorsement
required by usage is in a form reasonably acceptable to the Company). 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 Issuers, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

      (b)   Global Notes. Notes issued in global form shall be substantially in
the form of Exhibits A1 or A2 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 A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it represents 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, repurchases, 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
instructions given by the Holder thereof as required by Section 2.06 hereof and
shall be made on the records of the Trustee and the Depositary.

      (c)   Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of

                                       33

<PAGE>

Euroclear or Clearstream, duly executed by the Issuers and authenticated by the
Trustee as hereinafter provided. The Restricted Period shall be terminated upon
the receipt by the Trustee of:

            (1) a written certificate from the Depositary, together with copies
      of certificates from Euroclear and Clearstream certifying that they have
      received certification of non-United States beneficial ownership of 100%
      of the aggregate principal amount of the Regulation S Temporary Global
      Note (except to the extent of any beneficial owners thereof who acquired
      an interest therein during the Restricted Period pursuant to another
      exemption from registration under the Securities Act and who shall take
      delivery of a beneficial ownership interest in a 144A Global Note bearing
      a Private Placement Legend, all as contemplated by Section 2.06(b)
      hereof); and

            (2) an Officer's Certificate from the Issuers.

      Following the termination of the Restricted Period, beneficial interests
in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in Regulation S Permanent Global Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of Regulation S Permanent
Global Note, the Trustee shall cancel the Regulation S Temporary Global Note.
The aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

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

SECTION 2.02 Execution and Authentication.

      At least one Officer must sign the Notes for the Issuers by manual or
facsimile signature.

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

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

      The Trustee shall authenticate and deliver: (i) on the Issue Date, an
aggregate principal amount of $475.0 million 8 3/4% Senior Subordinated Notes
due 2014, (ii) Additional Notes for an original issue in an aggregate principal
amount specified in an Authentication Order pursuant to this Section 2.02 and
(iii) Exchange Notes for issue only in an Exchange Offer pursuant to the
Registration Rights Agreement, for a like principal amount of Initial Notes or
Additional Notes, in each case upon a written order of the Issuers signed by one
Officer (an "Authentication

                                       34

<PAGE>

Order"). Such Authentication Order shall specify the amount of the Notes to be
authenticated and the date on which the original issue of the Notes is to be
authenticated.

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

SECTION 2.03 Registrar and Paying Agent.

      The Issuers 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 Issuers 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 Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Issuers fail 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 Issuers initially appoint The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

      The Issuers initially appoint the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

SECTION 2.04 Paying Agent to Hold Money in Trust.

      The Issuers shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Special Interest, if any, or interest on the Notes, and
shall notify the Trustee of any default by the Issuers in making any such
payment. While any such default continues, the Trustee may require in writing a
Paying Agent to pay all money held by it in trust to the Trustee. The Issuers at
any time may require in writing a Paying Agent to pay all money held by it in
trust 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 Issuers, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05 Holder Lists.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Issuers shall furnish to the Trustee at

                                       35

<PAGE>

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 and the Issuers shall otherwise comply with TIA Section 312(a).

SECTION 2.06 Transfer and Exchange.

      (a)   Transfer and Exchange of Global Notes. A Global Note may not be
transferred except in whole (but not in part) 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. All Global Notes
shall be exchanged by the Issuers for Definitive Notes if:

            (1) the Depository (a) notifies the Issuers that it is unwilling or
      unable to continue as Depositary for the Global Notes or (b) has ceased to
      be a clearing agency registered under the Exchange Act and, in either
      case, a successor Depositary is not appointed by the Issuers within 120
      days after the date of such notice from the Depositary;

            (2) the Issuers in their sole discretion determine that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and deliver a written notice to such effect to the Trustee; provided that
      in no event shall the Regulation S Temporary Global Note be exchanged by
      the Issuers for Definitive Notes prior to (x) the expiration of the
      Restricted Period and (y) the receipt by the Registrar of any certificates
      required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

            (3) there has occurred and is continuing an Event of Default with
      respect to the Notes.

      Upon the occurrence of any of the preceding events in (1), (2) or (3)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

      (b)   Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

            (1) 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

                                       36

<PAGE>

      the form of a beneficial interest in the same Restricted Global Note in
      accordance with the transfer restrictions set forth in the Private
      Placement Legend; provided, however, that prior to the expiration of the
      Restricted Period, transfers of beneficial interests in the Regulation S
      Temporary Global Note may not be made to a U.S. Person or for the account
      or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
      interests in any Unrestricted Global Note may be transferred to Persons
      who take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note. No written orders or instructions shall be
      required to be delivered to the Registrar to effect the transfers
      described in this Section 2.06(b)(1).

            (2) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(1) above, the transferor
      of such beneficial interest must deliver to the Registrar either:

                  (A) both:

                        (i)   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

                        (ii)  instructions given in accordance with the
                  Applicable Procedures containing information regarding the
                  Participant account to be credited with such increase; or

                  (B) both:

                        (i)   a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to cause to be
                  issued a Definitive Note in an amount equal to the beneficial
                  interest to be transferred or exchanged; and

                        (ii)  instructions given by the Depositary to the
                  Registrar containing information regarding the Person in whose
                  name such Definitive Note shall be registered to effect the
                  transfer or exchange referred to in clause (i) above; provided
                  that in no event shall Definitive Notes be issued upon the
                  transfer or exchange of beneficial interests in the Regulation
                  S Temporary Global Note prior to (A) the expiration of the
                  Restricted Period and (B) the receipt by the Registrar of any
                  certificates required pursuant to Rule 903 under the
                  Securities Act.

            Upon consummation of an Exchange Offer by the Issuers in accordance
            with Section 2.06(f) hereof, the requirements of this Section
            2.06(b)(2) 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.

                                       37

<PAGE>

            Upon satisfaction of all of the requirements for transfer or
            exchange of beneficial interests in Global Notes contained in this
            Indenture and the Notes or otherwise applicable under the Securities
            Act, the Trustee shall adjust the principal amount of the relevant
            Global Note(s) pursuant to Section 2.06(h) hereof.

            (3) Transfer of Beneficial Interests to Another Restricted Global
      Note. A beneficial interest in any Restricted Global Note may be
      transferred to a Person who takes delivery thereof in the form of a
      beneficial interest in another Restricted Global Note if the transfer
      complies with the requirements of Section 2.06(b)(2) above and the
      Registrar receives the following:

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

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

            (4) 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 2.06(b)(2) above and:

                        (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) 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:

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

                                       38

<PAGE>

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

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

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

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

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

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

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

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

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

                  (D) if such beneficial interest is being transferred pursuant
            to an exemption from the registration requirements of the Securities
            Act in accordance with Rule

                                       39

<PAGE>

            144, a certificate to the effect set forth in Exhibit B hereto,
            including the certifications in item (3)(a) thereof;

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

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

            the Trustee shall cause the aggregate principal amount of the
            applicable Global Note to be reduced accordingly pursuant to Section
            2.06(h) hereof, and the Issuers shall execute and the Trustee shall
            authenticate and deliver to the Person designated in the
            instructions a Definitive Note in the appropriate principal amount.
            Any Definitive Note issued in exchange for a beneficial interest in
            a Restricted Global Note pursuant to this Section 2.06(c) shall be
            registered in such name or names and in such authorized denomination
            or denominations as the holder of such beneficial interest shall
            instruct the Registrar through instructions from the Depositary and
            the Participant or Indirect Participant. The Trustee shall deliver
            such Definitive Notes to the Persons in whose names such Notes are
            so registered. Any Definitive Note issued in exchange for a
            beneficial interest in a Restricted Global Note pursuant to this
            Section 2.06(c)(1) shall bear the Private Placement Legend and shall
            be subject to all restrictions on transfer contained therein.

            (2) Beneficial Interests in Regulation S Temporary Global Note to
      Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
      beneficial interest in the Regulation S Temporary Global Note may not be
      exchanged for a Definitive Note or transferred to a Person who takes
      delivery thereof in the form of a Definitive Note prior to (A) the
      expiration of the Restricted Period and (B) the receipt by the Registrar
      of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act, except in the case of a transfer pursuant to an exemption
      from the registration requirements of the Securities Act other than Rule
      903 or Rule 904.

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

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

                                       40

<PAGE>

                  (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:

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

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

            and, in each such case set forth in this 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.

            (4) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
      Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest pursuant to this Section 2.06(c)(4) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest requests through
      instructions to the Registrar from or through the Depositary and the
      Participant or Indirect Participant. The Trustee shall deliver such
      Definitive Notes to the Persons in whose names such Notes are so
      registered. Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(4) shall not bear the Private
      Placement Legend.

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

            (1) 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

                                       41

<PAGE>

      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
            hereto, including the certifications in item (2)(b) thereof;

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

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

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

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

                  (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 hereto,
            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 the
            applicable Global Note.

            (2) 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 (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

                                       42

<PAGE>

                  (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:

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

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

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

            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 2.06(d)(2), the Trustee shall cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note.

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

      If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a
time when an Unrestricted Global Note has not yet been issued, the Issuers shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes transferred or exchanged pursuant to subparagraph (2)(B),
(2)(D) or (3) above.

      (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section

                                       43

<PAGE>

2.06(e), the Registrar shall register the transfer or exchange of Definitive
Notes. Prior to such registration of transfer or exchange, the requesting Holder
must 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 must provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).

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

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

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

            (2) 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 (i) a broker-dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) 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:

                                       44
<PAGE>

                              (i) 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;

                              (ii) 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 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.

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

      (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuers shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate:

            (1) 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 accepted for exchange in the Exchange Offer by
      Persons that certify in the applicable Letters of Transmittal that (A)
      they are not Broker-Dealers, (B) they are not participating in a
      distribution of the Exchange Notes and (C) they are not affiliates (as
      defined in Rule 144) of the Company; and

            (2) Unrestricted 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 Issuers shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Restricted
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount.

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

                                       45
<PAGE>

            (1) Private Placement Legend.

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

            "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE
            NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION
            HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
            ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
            REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
            SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE
            HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS
            ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
            SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
            THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH AN ISSUER
            OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS NOTE AND THE
            GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE
            GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION
            DATE") ONLY (A)(1) TO IASIS HEALTHCARE LLC OR ANY SUBSIDIARY
            THEREOF, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
            THE SECURITIES ACT, (3) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
            RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"),
            TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
            BUYER" AS DEFINED IN RULE 144A 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 IN A
            TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO
            OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
            STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
            ("REGULATION S") IN AN OFFSHORE TRANSACTION COMPLYING WITH
            REGULATION S OR (5) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
            REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
            ISSUERS' AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
            TRANSFER (i) PURSUANT TO CLAUSE (A)(4) PRIOR TO THE END OF THE
            40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
            REGULATION S OR PURSUANT TO CLAUSE (A)(5) PRIOR TO THE RESALE
            RESTRICTION TERMINATION DATE, TO REQUIRE THE DELIVERY OF AN OPINION
            OF COUNSEL, CERTIFICATION AND/OR

                                       46
<PAGE>

            OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF
            THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
            THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE
            TRANSFEROR TO THE TRUSTEE AND (B) IN ACCORDANCE WITH ALL APPLICABLE
            SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
            APPLICABLE JURISDICTIONS. THIS LEGEND WILL BE REMOVED UPON THE
            REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE."

            (B) Notwithstanding the foregoing, any Global Note or Definitive
      Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),
      (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued
      in exchange therefor or substitution thereof) shall not bear the Private
      Placement Legend.

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

            "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
            INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
            BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
            ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY
            MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
            2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE
            EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
            THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE
            FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4)
            THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
            THE PRIOR WRITTEN CONSENT OF THE ISSUERS.

            UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
            DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
            BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
            THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
            DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
            DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
            CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
            DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK)
            ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
            EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
            NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
            AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
            CO. OR SUCH OTHER ENTITY AS MAY BE

                                       47
<PAGE>

            REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
            PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
            PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
            CO., HAS AN INTEREST HEREIN."

            (3) Regulation S Temporary Global Note Legend.

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

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

      (i)   General Provisions Relating to Transfers and Exchanges.

            (1) To permit registrations of transfers and exchanges, the Issuers
      shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon receipt of an Authentication Order in accordance
      with Section 2.02 or at the Registrar's request.

            (2) 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 Issuers may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.06 hereof).

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

                                       48
<PAGE>

            (4) All Global Notes and Definitive Notes issued upon any
      registration of transfer or exchange of Global Notes or Definitive Notes
      shall be the valid obligations of the Issuers, 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.

            (5) The Issuers shall not be required:

                  (A) to issue, to register the transfer of or to exchange any
            Notes during a period beginning at the opening of business 15 days
            before the day of any selection of Notes for redemption under
            Section 3.02 hereof and ending at the close of business on the day
            of selection;

                  (B) to register the transfer of or to exchange any Note
            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.

            (6) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Issuers 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 Issuers shall be affected by notice to the contrary.

            (7) The Trustee shall authenticate Global Notes and Definitive Notes
      in accordance with the provisions of Section 2.02 hereof.

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

SECTION 2.07 Replacement Notes.

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

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

                                       49
<PAGE>

SECTION 2.08 Outstanding Notes.

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

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

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

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

SECTION 2.09 Treasury Notes.

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

SECTION 2.10 Temporary Notes.

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

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

SECTION 2.11 Cancellation.

      The Issuers 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

                                       50
<PAGE>

for registration of transfer, exchange, payment, replacement or cancellation and
shall dispose of such canceled Notes (subject to the record retention
requirement of the Exchange Act). Certification of the disposal of all canceled
Notes shall be delivered to the Issuers upon their request therefor. The Issuers
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

SECTION 2.12 Defaulted Interest.

      If the Issuers default in a payment of interest on the Notes, they shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Issuers 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 Issuers shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may 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 Issuers (or, upon
the written request of the Issuers, the Trustee in the name and at the expense
of the Issuers) 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 Issuers in issuing the Notes may use CUSIP numbers (if then generally
in use), and, if so, the Trustee will 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 will not be affected by any defect in or omission of such
numbers. The Issuers will promptly notify the Trustee of any change in the CUSIP
numbers.

SECTION 2.14 Issuance of Additional Notes.

      The Issuers will be entitled, from time to time, subject to its compliance
with Section 4.09 hereof, without consent of the Holders, to issue Additional
Notes under this Indenture with identical terms as the Initial Notes issued on
the Issue Date other than with respect to (i) the date of issuance, (ii) the
issue price, (iii) the amount of interest payable on the first interest payment
date and (iv) any adjustments in order to conform to and ensure compliance with
the Securities Act (or other applicable securities laws). The Initial Notes
issued on the Issue Date, any Additional Notes and all Exchange Notes issued in
exchange therefor will be treated as a single class for all purposes under this
Indenture.

      With respect to any Additional Notes, the Issuers will set forth in an
Officer's Certificate pursuant to a resolution of the Board of Directors of the
Issuers, copies of which will be delivered to the Trustee, the following
information:

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

                                       51
<PAGE>

            (2) the issue price, the issue date and the CUSIP number of such
      Additional Notes; provided, however, that no Additional Notes may be
      issued at a price that would cause such Additional Notes to have "original
      issue discount" within the meaning of Section 1273 of the Internal Revenue
      Code of 1986, as amended; and

            (3) whether such Additional Notes will be subject to transfer
      restrictions or will be issued in the form of Exchange Notes.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01 Notices to Trustee.

            If the Issuers elect to redeem Notes pursuant to the optional
      redemption provisions of Section 3.07 hereof, they must furnish to the
      Trustee, at least 30 days but not more than 60 days before the redemption
      date, an Officer's Certificate setting forth:

            (1) the clause of this Indenture pursuant to which the redemption
            shall occur;

            (2) the redemption date;

            (3) the principal amount of Notes to be redeemed; and

            (4) the redemption price.

SECTION 3.02 Selection of Notes to Be Redeemed or Purchased.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select Notes for redemption or
purchase on a pro rata basis except:

            (1) if the Notes are listed on any national securities exchange, in
            compliance with the requirements of the principal national
            securities exchange on which the Notes are listed; or

            (2) if otherwise required by law.

      In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased shall be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

      The Trustee shall promptly notify the Issuers in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. 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 or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in

                                       52
<PAGE>

the preceding sentence, provisions of this Indenture that apply to Notes called
for redemption or purchase also apply to portions of Notes called for redemption
or purchase.

SECTION 3.03 Notice of Redemption.

      Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Issuers 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, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture.

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

            (1) the redemption date;

            (2) the redemption price;

            (3) 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;

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

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

            (6) that, unless the Issuers default in making such redemption
      payment, interest and Special Interest, if any, on Notes called for
      redemption ceases to accrue on and after the redemption date;

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

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

      At the Issuers' request, the Trustee shall give the notice of redemption
in the Issuers' name and at its expense; provided, however, that the Issuers
have delivered to the Trustee, at least 45 days prior to the redemption date, an
Officer's 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.

                                       53
<PAGE>

SECTION 3.04 Effect of Notice of Redemption.

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

SECTION 3.05 Deposit of Redemption or Purchase Price.

      Prior to 10:00 a.m. New York City time on the relevant redemption or
purchase date, the Issuers shall deposit with the Trustee or with the Paying
Agent money sufficient to pay the redemption or purchase price of and accrued
interest and Special Interest, if any, on all Notes to be redeemed or purchased
on that date. The Trustee or the Paying Agent shall promptly return to the
Issuers any money deposited with the Trustee or the Paying Agent by the Issuers
in excess of the amounts necessary to pay the redemption or purchase price of,
and accrued interest and Special Interest, if any, on, all Notes to be redeemed
or purchased.

      If the Issuers comply with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest shall cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased 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 or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Issuers to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

SECTION 3.06 Notes Redeemed or Purchased in Part.

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

SECTION 3.07 Optional Redemption.

      (a)   At any time prior to June 15, 2007, the Issuers may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 108.750% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any,
to the redemption date, with the net cash proceeds of one or more Equity
Offerings by the Issuers or a contribution to the common equity capital of the
Company from the net proceeds of one or more Equity Offerings by a direct or
indirect parent of the Company (in each case, other than Excluded Contributions
and the net proceeds of a sale of Designated Preferred Stock); provided that:

            (1) at least 65% of the aggregate principal amount of Notes
      originally issued under this Indenture (excluding Notes held by the
      Company and its Subsidiaries) remains outstanding immediately after the
      occurrence of such redemption; and

                                       54
<PAGE>

            (2) the redemption occurs within 90 days of the date of the closing
      of such Equity Offering or equity contribution.

      (b)   On or after June 15, 2009, the Issuers may redeem all or a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Special Interest, if any, on the Notes redeemed,
to the applicable redemption date, if redeemed during the twelve-month period
beginning on June 15 of the years indicated below, subject to the rights of
Holders on the relevant record date to receive interest on the relevant interest
payment date:

<TABLE>
<CAPTION>
Year                                                                   Percentage
----                                                                   ----------
<S>                                                                    <C>
2009............................................................        104.375%
2010............................................................        102.917%
2011............................................................        101.458%
2012 and thereafter.............................................        100.000%
</TABLE>

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

SECTION 3.08 Mandatory Redemption

      The Issuers are not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

SECTION 3.09 Offer to Purchase by Application of Excess Proceeds.

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

      The Asset Sale Offer shall be made to all Holders and if the Company
elects (or is required by the terms of other pari passu indebtedness), all
holders of other Indebtedness that is pari passu with the Notes. The Asset Sale
Offer shall remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and such other pari passu Indebtedness, if any, (on a pro rata
basis, if applicable) or, if less than the Offer Amount has been tendered, all
Notes and other Indebtedness tendered in response to the Asset Sale Offer.
Payment for any Notes so purchased shall be made pursuant to Section 4.01
hereof.

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

                                       55
<PAGE>

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

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

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

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

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

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

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

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

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

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

      On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions

                                       56
<PAGE>

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

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

                                   ARTICLE 4.
                                   COVENANTS

SECTION 4.01 Payment of Notes.

      The Issuers shall pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Special Interest, if any, shall be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
New York City time on the due date money deposited by or on behalf of the
Issuers in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Issuers shall pay all
Special Interest, if any, in the same manner on the dates and in the amounts set
forth in the Registration Rights Agreement.

      The Issuers 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
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful. Interest on the Notes shall accrue from the date of
original issuance or, if interest has already been paid, from the date it was
most recently paid. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

SECTION 4.02 Maintenance of Office or Agency.

      The Issuers 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 Issuers in respect of the Notes and this Indenture may be served. The
Issuers shall give prompt written notice to the Trustee of the location, and any

                                       57
<PAGE>

change in the location, of such office or agency. If at any time the Issuers
fail to maintain any such required office or agency or 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 Issuers 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 Issuers
of their obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Issuers 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 Issuers hereby designate the New York Office of the Trustee as one
such office or agency of the Issuers in accordance with Section 2.03 hereof.

SECTION 4.03 Reports.

      (a)   Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders or
cause the Trustee to furnish to the Holders, within the time periods specified
in the SEC's rules and regulations:

            (1) all quarterly and annual reports that would be required to be
      filed with the SEC on Forms 10-Q and 10-K if the Company were required to
      file such reports; and

            (2) all current reports that would be required to be filed with the
      SEC on Form 8-K if the Company were required to file such reports.

      (b)   All such reports shall be prepared in all material respects in
accordance with all of the rules and regulations applicable to such reports.
Each annual report on Form 10-K shall include a report on the Company's
consolidated financial statements by the Company's certified independent
accountants. In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, the Company shall file a copy
of each of the reports referred to in clauses (1) and (2) above with the SEC for
public availability within the time periods specified in the rules and
regulations applicable to such reports (unless the SEC will not accept such a
filing) and shall post the reports on its website within those time periods.

      (c)   If, at any time after consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, the Company is no longer
subject to the periodic reporting requirements of the Exchange Act for any
reason, the Company shall nevertheless continue filing the reports specified in
Section 4.03(a) with the SEC within the time periods specified above unless the
SEC will not accept such a filing. The Company shall not take any action for the
purpose of causing the SEC not to accept any such filings. If, notwithstanding
the foregoing, the SEC shall not accept the Company's filings for any reason,
the Company shall post the reports referred to in the preceding paragraphs on
its website within the time periods that would apply if the Company were
required to file those reports with the SEC.

                                       58
<PAGE>

      (d)   In addition, the Company and the Guarantors agree that, for so long
as any Notes remain outstanding, if at any time they are not required to file
with the SEC the reports required by the preceding paragraphs, they shall
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

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

SECTION 4.04 Compliance Certificate.

      (a)   The Issuers and each Guarantor (to the extent that such Guarantor is
so required under the TIA) shall deliver to the Trustee, within 105 days after
the end of each fiscal year of the Company, an Officer's Certificate stating
that a review of the activities of the Issuers and their Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Issuers have kept, observed,
performed and fulfilled their obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to his or her
knowledge the Issuers have kept, observed, performed and fulfilled each and
every covenant contained in this Indenture and are not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default has occurred, describing all
such Defaults or Events of Default of which he or she may have knowledge and
what action the Issuers are taking or propose 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 Issuers are taking or propose to take with respect
thereto.

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

      (c)   So long as any of the Notes are outstanding, the Issuers shall
deliver to the Trustee, within 30 days upon any Officer becoming aware of any
Default or Event of Default, an Officer's Certificate specifying such Default or
Event of Default and what action the Issuers are taking or propose to take with
respect thereto.

                                       59
<PAGE>

SECTION 4.05 Taxes.

      The Issuers 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.

SECTION 4.06 Stay, Extension and Usury Laws.

      The Issuers and each of the Guarantors covenant (to the extent that they
may lawfully do so) that they 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
Issuers and each of the Guarantors (to the extent that they may lawfully do so)
hereby expressly waive all benefit or advantage of any such law, and covenant
that they 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 4.07 Restricted Payments

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

                  (A) declare or pay any dividend or make any other payment or
            distribution on account of the Company's or any of its Restricted
            Subsidiaries' Equity Interests (including, without limitation, any
            payment in connection with any merger or consolidation involving the
            Company or any of its Restricted Subsidiaries) or to the direct or
            indirect holders of the Company's or any of its Restricted
            Subsidiaries' Equity Interests in their capacity as such (other than
            dividends or distributions payable in Equity Interests (other than
            Disqualified Stock) of the Company); provided that the repurchase,
            redemption or other acquisition or retirement for value of any
            Equity Interests of a Restricted Subsidiary of the Company shall not
            constitute a Restricted Payment;

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

                  (C) make any payment on or with respect to, or purchase,
            redeem, defease or otherwise acquire or retire for value any
            Indebtedness of the Company or any Guarantor that is contractually
            subordinated to the Notes or to any Subsidiary Guarantee (excluding
            any intercompany Indebtedness between or among the Company and any
            of its Restricted Subsidiaries), except (i) a payment of interest or
            principal at the Stated Maturity thereof or (ii) the purchase,
            repurchase or other acquisition of any such subordinated
            Indebtedness purchased in anticipation of

                                       60
<PAGE>

            satisfying a sinking fund obligation, principal installment or
            payment at final maturity, in each case within one year of the date
            of acquisition; or

                  (D) make any Restricted Investment;

(all such payments and other actions set forth in these clauses (A) through (D)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

            (1) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

            (2) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable four-quarter period, have
      been permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of
      this Indenture; and

            (3) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries since the date of this Indenture (excluding Restricted
      Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9),
      (10), (12), (13), (14), (15), (16), (17) and (18) of the next succeeding
      paragraph), is less than the sum, without duplication, of:

                  (A) 50% of the Consolidated Net Income of the Company for the
            period (taken as one accounting period) from the beginning of the
            first fiscal quarter commencing after the date of this Indenture to
            the end of the Company's most recently ended fiscal quarter for
            which internal financial statements are available at the time of
            such Restricted Payment (or, if such Consolidated Net Income for
            such period is a deficit, less 100% of such deficit); plus

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

                  (C) 100% of the aggregate Qualified Proceeds from (x) the sale
            or other disposition (other than to the Company or a Restricted
            Subsidiary of the Company) of any Restricted Investment that was
            made after the date of this Indenture and (y) repurchases,
            redemptions and repayments of such Restricted Investments and the
            receipt of any dividends or distributions from such Restricted
            Investments; plus

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                  (D) to the extent that any Unrestricted Subsidiary of the
            Company designated as such after the date of this Indenture is
            redesignated as a Restricted Subsidiary of the Company after the
            date of this Indenture, the Fair Market Value of the Company's
            Investment in such Subsidiary as of the date of such redesignation;
            plus

                  (E) in the event the Company and/or any Restricted Subsidiary
            of the Company makes any Investment in a Person that, as a result of
            or in connection with such Investment, becomes a Restricted
            Subsidiary of the Company, an amount equal to the existing
            Investment of the Company and/or any of its Restricted Subsidiaries
            in such Person that was previously treated as a Restricted Payment.

      (b)   The preceding provisions of Section 4.07(a) shall not prohibit:

            (1) the payment of any dividend or other distribution or the
      consummation of any irrevocable redemption within 60 days after the date
      of declaration of the dividend or giving of the redemption notice, as the
      case may be, if at the date of declaration or notice, the dividend or
      redemption payment would have complied with the provisions of this
      Indenture;

            (2) the making of any Restricted Payment in exchange for, or out of
      the net cash proceeds of the substantially concurrent sale (other than to
      a Restricted Subsidiary of the Company) of, Equity Interests of the
      Company (other than Disqualified Stock) or from the substantially
      concurrent contribution of common equity capital to the Company; provided
      that the amount of any such net cash proceeds that are utilized for any
      such Restricted Payment shall be excluded from clause (3)(B) of Section
      4.07(a);

            (3) the repurchase, redemption, defeasance or other acquisition or
      retirement for value of Indebtedness of the Company or any Guarantor that
      is contractually subordinated to the Notes or to any Subsidiary Guarantee
      with the net cash proceeds from a substantially concurrent incurrence of
      Permitted Refinancing Indebtedness;

            (4) the declaration and payment of regularly scheduled or accrued
      dividends to holders of any class or series of Disqualified Stock of the
      Company or any Restricted Subsidiary of the Company issued on or after the
      date of this Indenture in accordance with Section 4.09;

            (5) the repurchase, redemption or other acquisition or retirement
      for value of Disqualified Stock of the Company or any Restricted
      Subsidiary of the Company made by exchange for, or out of the proceeds of
      the substantially concurrent sale of Replacement Preferred Stock that is
      permitted to be incurred pursuant to Section 4.09;

            (6) the payment of any dividend or other distributions to holders of
      any class or series of Designated Preferred Stock (other than Disqualified
      Stock) issued by the Company after the date of this Indenture;

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            (7) the payment of any dividend (or any similar distribution) by a
      Restricted Subsidiary of the Company to the holders of its Equity
      Interests on a pro rata basis;

            (8) the repurchase, redemption or other acquisition or retirement
      for value of any Equity Interests of the Company or any Restricted
      Subsidiary of the Company held by any current or former officer, director,
      employee or consultant of the Company or any of its Restricted
      Subsidiaries, and any dividend payment or other distribution by the
      Company or a Restricted Subsidiary of the Company to a direct or indirect
      parent holding company of the Company utilized for the repurchase,
      redemption or other acquisition or retirement for value of any Equity
      Interests of such direct or indirect parent holding company held by any
      current or former officer, director, employee or consultant of the Company
      or any of its Restricted Subsidiaries, in each case, pursuant to any
      equity subscription agreement, stock option agreement, shareholders'
      agreement or similar agreement or benefit plan of any kind; provided that
      the aggregate price paid for all such repurchased, redeemed, acquired or
      retired Equity Interests may not exceed $5.0 million in any fiscal year
      (it being understood, however, that unused amounts permitted to be paid
      pursuant to this proviso are available to be carried over to subsequent
      fiscal years); provided further that such amount in any fiscal year may be
      increased by an amount not to exceed:

                  (A) the cash proceeds from the sale of Equity Interests of the
            Company and, to the extent contributed to the Company as common
            equity capital, Equity Interests of the Company's direct or indirect
            parent entities, in each case to members of management, directors or
            consultants of the Company, any of its Subsidiaries or any of its
            direct or indirect parent entities that occurs after the date of
            this Indenture, to the extent the cash proceeds from the sale of
            such Equity Interests have not otherwise been applied to the payment
            of Restricted Payments by virtue of clause (3)(B) of Section
            4.07(a), and excluding Excluded Contributions, plus

                  (B) the cash proceeds of key man life insurance policies
            received by the Company and its Restricted Subsidiaries after the
            date of this Indenture, less

                  (C) the amount of any Restricted Payments previously made
            pursuant to clauses (A) and (B) of this clause (8);

and provided further that cancellation of Indebtedness owing to the Company from
members of management, directors or consultants of the Company or any of its
Restricted Subsidiaries, or any direct or indirect parent holding company of the
Company, in connection with a repurchase of Equity Interests of the Company or
any direct or indirect parent holding company of the Company shall not be deemed
to constitute a Restricted Payment for purposes of this covenant or any other
provision of this Indenture;

            (9) the repurchase of Equity Interests deemed to occur upon the
      exercise of options, rights or warrants to the extent such Equity
      Interests represent a portion of the exercise price of those options,
      rights or warrants;

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            (10) the repurchase, redemption, defeasance or other acquisition or
      retirement for value of Indebtedness of the Company or any Guarantor that
      is contractually subordinated to the Notes or to any Subsidiary Guarantee
      with any Excess Proceeds that remain after consummation of an Asset Sale
      Offer;

            (11) so long as no Default has occurred and is continuing or would
      be caused thereby, after the occurrence of a Change of Control and within
      60 days after the completion of the offer to repurchase the Notes pursuant
      to Section 4.15 of this Indenture (including the purchase of the Notes
      tendered), any purchase or redemption of Indebtedness that is
      contractually subordinated to the Notes or to any Subsidiary Guarantee
      required pursuant to the terms thereof as a result of such Change of
      Control at a purchase or redemption price not to exceed 101% of the
      outstanding principal amount thereof, plus any accrued and unpaid
      interest; provided, however, the Company would be able to incur at least
      $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
      Ratio test set forth in Section 4.09(a) after giving pro forma effect to
      such Restricted Payment;

            (12) cash payments in lieu of fractional shares issuable as
      dividends on preferred stock or upon the conversion of any convertible
      debt securities of the Company or any of its Restricted Subsidiaries;

            (13) Permitted Payments to Parent;

            (14) so long as no Default has occurred and is continuing or would
      be caused thereby, the payment:

                  (A) by the Company or any Restricted Subsidiary of the Company
            to any direct or indirect parent of the Company, which payment is
            used by the Person receiving such payment, following the first
            initial public offering of common Equity Interests by such Person,
            to pay dividends of up to 6% per annum of the net proceeds received
            by such Person in such public offering that are contributed to the
            Company as common equity capital, or

                  (B) by the Company, following the first initial public
            offering of common Equity Interests by the Company, to pay dividends
            of up to 6% per annum of the net proceeds received by the Company in
            such public offering;

(excluding, in the case of both clause (A) and clause (B), public offerings of
common Equity Interests registered on Form S-8 and any other public sale to the
extent the proceeds thereof are Excluded Contributions);

            (15) Investments that are made with Excluded Contributions;

            (16) distributions or payments of Receivables Fees;

            (17) payment of fees and reimbursement of other expenses to the
      Permitted Holders in connection with the Transactions as described in the
      Offering Memorandum under the caption "Certain Relationships and Related
      Party Transactions;"

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            (18) all other payments made or to be made in connection with the
      Transactions as described in the Offering Memorandum under the captions
      "The Transactions" and "Certain Relationships and Related Party
      Transactions;" and

            (19) so long as no Default has occurred and is continuing or would
      be caused thereby, other Restricted Payments in an aggregate amount not to
      exceed $40.0 million since the date of this Indenture.

      (c) The amount of all Restricted Payments (other than cash) shall be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The Fair Market Value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined by the Board of Directors of the
Company whose resolution with respect thereto shall be delivered to the Trustee.

      For purposes of determining compliance with the provisions set forth
above, in the event that a Restricted Payment meets the criteria of more than
one of the types of Restricted Payments described in the above clauses, the
Company, in its sole discretion, may order and classify, and from time to time
may reorder and reclassify, such Restricted Payment, if it would have been
permitted at the time such Restricted Payment was made and at the time of any
such reclassification.

SECTION 4.08 Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

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

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

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

            (3) sell, lease or transfer any of its properties or assets to the
      Company or any of its Restricted Subsidiaries.

      (b)   The preceding restrictions in Section 4.08(a) shall not apply to
encumbrances or restrictions existing under or by reason of:

            (1) agreements governing Existing Indebtedness and Credit Facilities
      as in effect on the date of this Indenture and any amendments,
      restatements, modifications, renewals, increases, supplements, refundings,
      replacements or refinancings of those agreements; provided that the
      amendments, restatements, modifications, renewals, increases, supplements,
      refundings, replacements or refinancings are not materially more
      restrictive,

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<PAGE>

      taken as a whole, with respect to such dividend and other payment
      restrictions than those contained in those agreements on the date of this
      Indenture;

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

            (3) applicable law, rule, regulation or order;

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

            (5) customary non-assignment provisions in contracts and licenses
      entered into in the ordinary course of business;

            (6) customary restrictions in leases (including capital leases),
      security agreements or mortgages or other purchase money obligations for
      property acquired in the ordinary course of business that impose
      restrictions on the property purchased or leased of the nature described
      in clause (3) of Section 4.08(a);

            (7) any agreement for the sale or other disposition of all or
      substantially all the Capital Stock or the assets of a Restricted
      Subsidiary of the Company that restricts distributions by that Restricted
      Subsidiary pending the sale or other disposition;

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

            (9) Liens permitted to be incurred under Section 4.12 of this
      Indenture that limit the right of the debtor to dispose of the assets
      subject to such Liens;

            (10) provisions limiting the disposition or distribution of assets
      or property in joint venture agreements, asset sale agreements,
      sale-leaseback agreements, stock sale agreements and other similar
      agreements, which limitation is applicable only to the assets that are the
      subject of such agreements;

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

            (12) customary provisions imposed on the transfer of copyrighted or
      patented materials;

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

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

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

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

SECTION 4.09 Incurrence of Indebtedness and Issuance of Disqualified Stock and
Preferred Stock

      (a)   The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Issuers and the Guarantors may incur
Indebtedness (including Acquired Debt) or issue Disqualified Stock or preferred
stock, if the Fixed Charge Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or such preferred stock is issued, as the case may
be, would have been at least 2.0 to 1, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the
additional Indebtedness had been incurred or the Disqualified Stock or the
preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period.

      (b)   The provisions of Section 4.09(a) shall not prohibit the incurrence
of any of the following items of Indebtedness or the issuance of any of the
following items of Disqualified Stock or preferred stock (collectively,
"Permitted Debt"):

            (1) the incurrence by the Company, IASIS Capital and/or any
      Guarantor (and the Guarantee thereof by the Guarantors, IASIS Capital and
      the Non-Guarantor Subsidiaries) of Indebtedness under the Credit Agreement
      and other Credit Facilities entered into after the date of the Credit
      Agreement in an aggregate principal amount at any one time outstanding
      under this clause (1) (with letters of credit being deemed to have a
      principal amount equal to the maximum potential liability of the Company
      and its Restricted Subsidiaries thereunder) not to exceed $425.0 million
      plus the greater of (x) $250.0 million and (y) the amount equal to 85% of
      the net book value of receivables and 65% of

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      the net book value of inventory of the Company and its Restricted
      Subsidiaries on a consolidated basis at the time such Indebtedness is
      incurred, as determined in accordance with GAAP, less the aggregate amount
      of all Net Proceeds of Asset Sales applied by the Company or any of its
      Restricted Subsidiaries since the date of this Indenture to repay any term
      Indebtedness under a Credit Facility or to repay any revolving credit
      Indebtedness under a Credit Facility and effect a corresponding commitment
      reduction thereunder pursuant to Section 4.10 of this Indenture;

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

            (3) the incurrence by the Issuers and the Guarantors of Indebtedness
      represented by the Notes to be issued on the date of this Indenture,
      replacement Notes in respect thereof, if any, and the related Subsidiary
      Guarantees and the Exchange Notes and related Subsidiary Guarantees to be
      issued pursuant to the Registration Rights Agreement;

            (4) the incurrence or issuance by the Company or any of its
      Restricted Subsidiaries of Indebtedness (including Capital Lease
      Obligations), Disqualified Stock or preferred stock, in each case,
      incurred or issued for the purpose of financing all or any part of the
      purchase price or cost of design, construction, lease, installation or
      improvement of property, plant or equipment used or useful in a Permitted
      Business, in an aggregate principal amount, including all Permitted
      Refinancing Indebtedness and Replacement Preferred Stock incurred to
      renew, refund, refinance, replace, defease or discharge any Indebtedness
      incurred pursuant to this clause (4), not to exceed the greater of $50.0
      million and 3% of Total Assets at any time outstanding;

            (5) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness or Replacement
      Preferred Stock in exchange for, or the net proceeds of which are used to
      renew, refund, refinance, replace, defease or discharge any Indebtedness
      (other than intercompany Indebtedness) or any Disqualified Stock or
      preferred stock that was permitted by this Indenture to be incurred under
      Section 4.09(a) or clauses (2), (3), (4), (5), (13), (15), (18) or (19) of
      this Section 4.09(b);

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

                  (A) if the Company or any Guarantor is the obligor on such
            Indebtedness and the payee is not the Company or a Guarantor, such
            Indebtedness must be expressly subordinated to the prior payment in
            full in cash of all Obligations then due with respect to the Notes,
            in the case of the Company or the Subsidiary Guarantee, in the case
            of a Guarantor, except to the extent such subordination would
            violate a material contract as in effect on the date of this
            Indenture or is not permitted pursuant to applicable laws, rules or
            regulations; and

                  (B) (i) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Company or a

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            Restricted Subsidiary of the Company and (ii) any sale or other
            transfer of any such Indebtedness to a Person that is not either the
            Company or a Restricted Subsidiary of the Company, shall be deemed,
            in each case, to constitute a new incurrence of such Indebtedness by
            the Company or such Restricted Subsidiary, as the case may be, which
            new incurrence is not permitted by this clause (6);

            (7) the issuance by any of the Company's Restricted Subsidiaries to
      the Company or to any of its Restricted Subsidiaries of shares of
      preferred stock; provided, however, that:

                  (A) any subsequent issuance or transfer of Equity Interests
            that results in any such preferred stock being held by a Person
            other than the Company or a Restricted Subsidiary of the Company;
            and

                  (B) any sale or other transfer of any such preferred stock to
            a Person that is not either the Company or a Restricted Subsidiary
            of the Company,

            will be deemed, in each case, to constitute a new issuance of such
            preferred stock by such Restricted Subsidiary which new issuance is
            not permitted by this clause (7);

            (8) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations in the ordinary course of business;

            (9) the guarantee:

                  (A) by the Issuers or any of the Guarantors of Indebtedness of
            the Company or a Restricted Subsidiary of the Company that was
            permitted to be incurred by another provision of this Section 4.09;
            provided that if the Indebtedness being guaranteed is subordinated
            to or pari passu with the Notes, then the Guarantee shall be
            subordinated or pari passu, as applicable, to the same extent as the
            Indebtedness guaranteed; and

                  (B) by any Restricted Subsidiary that is not a Guarantor of
            Indebtedness of a Restricted Subsidiary that is not a Guarantor;

            (10) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness in respect of workers' compensation claims,
      self-insurance obligations, bankers' acceptances, letters of credit,
      performance bonds, surety bonds, appeal bonds or other similar bonds in
      the ordinary course of business; provided, however, that upon the drawing
      of letters of credit for reimbursement obligations, including with respect
      to workers' compensation claims, or the incurrence of other Indebtedness
      with respect to reimbursement type obligations regarding workers'
      compensation claims, such obligations are reimbursed within 30 days
      following such drawing or incurrence;

            (11) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently (except in the case of daylight overdrafts) drawn

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      against insufficient funds in the ordinary course of business, so long as
      such Indebtedness is extinguished within five Business Days;

            (12) the incurrence of Indebtedness arising from agreements of the
      Company or a Restricted Subsidiary of the Company providing for
      indemnification, adjustment of purchase price, holdback, contingency
      payment obligations or similar obligations, in each case, incurred or
      assumed in connection with the disposition or acquisition of any business,
      assets or Capital Stock of the Company or any Restricted Subsidiary of the
      Company;

            (13) the incurrence of Indebtedness or the issuance of any
      Disqualified Stock or preferred stock by any Non-Guarantor Subsidiary of
      the Company, in an amount not to exceed $15.0 million at any time
      outstanding; provided that after giving effect to such incurrence or
      issuance, the Company would be permitted to incur at least $1.00 of
      additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test
      set forth in Section 4.09(a);

            (14) the incurrence of Indebtedness resulting from endorsements of
      negotiable instruments for collection in the ordinary course of business;

            (15) Indebtedness, Disqualified Stock or preferred stock of Persons
      that are acquired by the Company or any Restricted Subsidiary of the
      Company (including by way of merger or consolidation) in accordance with
      the terms of this Indenture; provided that such Indebtedness, Disqualified
      Stock or preferred stock is not incurred in contemplation of such
      acquisition or merger; and provided further that after giving effect to
      such acquisition or merger, either

                  (A) the Company would be permitted to incur at least $1.00 of
            additional Indebtedness pursuant to the Fixed Charge Coverage Ratio;
            or

                  (B) the Company's Fixed Charge Coverage Ratio after giving pro
            forma effect to such acquisition or merger would be greater than the
            Company's actual Fixed Charge Coverage Ratio immediately prior to
            such acquisition or merger;

            (16) Indebtedness of the Company or a Restricted Subsidiary of the
      Company in respect of netting services, overdraft protection and otherwise
      in connection with deposit accounts; provided that such Indebtedness
      remains outstanding for ten Business Days or less;

            (17) Physician Support Obligations incurred by the Company or any of
      its Restricted Subsidiaries;

            (18) the incurrence by a Receivables Subsidiary of Indebtedness in a
      Qualified Receivables Transaction; and

            (19) the incurrence or issuance by the Company or any of its
      Restricted Subsidiaries of additional Indebtedness, Disqualified Stock or
      preferred stock in an aggregate principal amount (or accreted value or
      liquidation preference, as applicable) at

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      any time outstanding, including all Permitted Refinancing Indebtedness and
      all Replacement Preferred Stock incurred to renew, refund, refinance,
      replace, defease or discharge any Indebtedness, Disqualified Stock and
      preferred stock incurred or issued pursuant to this clause (19), not to
      exceed $100.0 million.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (19) above,
or is entitled to be incurred pursuant to Section 4.09(a), the Company shall be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09. Indebtedness under the Credit Agreement
outstanding on the date on which Notes are first issued and authenticated under
this Indenture shall initially be deemed to have been incurred on such date in
reliance on the exception provided by clause (1) of this Section 4.09(b). The
accrual of interest, the accretion or amortization of original issue discount,
the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, the reclassification of preferred stock as
Indebtedness due to a change in accounting principles, and the payment of
dividends on Disqualified Stock or preferred stock in the form of additional
shares of the same class of Disqualified Stock or preferred stock shall not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock
or preferred stock for purposes of this Section 4.09; provided, in each such
case, that the amount thereof is included in Fixed Charges of the Company as
accrued (other than the reclassification of preferred stock as Indebtedness due
to a change in accounting principles).

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

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

            (2) the principal amount of the Indebtedness, in the case of any
      other Indebtedness; and

            (3) in respect of Indebtedness of another Person secured by a Lien
      on the assets of the specified Person, the lesser of:

                  (A) the Fair Market Value of such assets at the date of
            determination; and

                  (B) the amount of the Indebtedness of the other Person.

SECTION 4.10 Asset Sales.

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

            (1) the Company (or the Restricted Subsidiary, as the case may be)
      receives consideration at the time of the Asset Sale at least equal to the
      Fair Market Value of the assets or Equity Interests issued or sold or
      otherwise disposed of; and

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

                  (A) Cash Equivalents;

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

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

                  (D) any Designated Noncash Consideration the Fair Market Value
            of which, when taken together with all other Designated Noncash
            Consideration received pursuant to this clause (d) (and not
            subsequently converted into Cash Equivalents that are treated as Net
            Proceeds of an Asset Sale) does not exceed $15.0 million since the
            date of this Indenture, with the Fair Market Value of each item of
            Designated Noncash Consideration being measured at the time received
            and without giving effect to subsequent changes in value; and

                  (E) any stock or assets of the kind referred to in clauses (2)
            or (4) of Section 4.10(b) hereof.

      Notwithstanding the foregoing, the 75% limitation referred to in clause
(2) above shall not apply to any Asset Sale in which the cash or Cash Equivalent
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)   Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or the applicable Restricted Subsidiary, as the case may be)
may apply such Net Proceeds at its option:

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

            (2) to acquire all or substantially all of the assets of, or any
      Capital Stock of, another Permitted Business, if, after giving effect to
      any such acquisition of Capital Stock, the Permitted Business is or
      becomes a Restricted Subsidiary of the Company;

            (3) to make a capital expenditure; or

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<PAGE>

            (4) to acquire Additional Assets;

provided that the requirements of clauses (2) through (4) above shall be deemed
to be satisfied if an agreement (including a lease, whether a capital lease or
an operating lease) committing to make the acquisitions or expenditures referred
to therein is entered into by the Company or its Restricted Subsidiary within
365 days after the receipt of such Net Proceeds and such Net Proceeds are
applied in accordance with such agreement.

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

      (c)   Any Net Proceeds from Asset Sales that are not applied or invested
as provided in Section 4.10(b) hereof shall constitute "Excess Proceeds." When
the aggregate amount of Excess Proceeds exceeds $15.0 million, within ten
Business Days thereof, the Company shall make an Asset Sale Offer to all Holders
and if the Company elects (or is required by the terms of such other pari passu
Indebtedness), all holders of other Indebtedness that is pari passu with the
Notes. The offer price in any Asset Sale Offer shall be equal to 100% of the
principal amount plus accrued and unpaid interest and Special Interest, if any,
to the date of purchase, and shall be payable in cash. If any Excess Proceeds
remain after consummation of an Asset Sale Offer, the Company may use such
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero.

      (d)   The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09 or 4.10 of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under Section 3.09 or this Section 4.10 by virtue of
such compliance.

SECTION 4.11 Transactions with Affiliates.

      (a)   The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company involving aggregate consideration in excess of
$5.0 million (each, an "Affiliate Transaction"), unless:

            (1) the Affiliate Transaction is on terms that, taken as a whole,
      are not materially less favorable to the Company or the relevant
      Restricted Subsidiary than those that would have been obtained in a
      comparable transaction by the Company or such Restricted Subsidiary with
      an unrelated Person; and

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            (2) the Company delivers to the Trustee:

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $10.0 million, a resolution of the Board of Directors of
            the Company set forth in an Officer's Certificate certifying that
            such Affiliate Transaction complies with clause (1) of this Section
            4.11(a) and that such Affiliate Transaction has been approved by a
            majority of the members of the Board of Directors of the Company;
            and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $40.0 million, an opinion as to the fairness to the
            Company or such Restricted Subsidiary of such Affiliate Transaction
            from a financial point of view issued by an accounting, appraisal or
            investment banking firm of national standing.

      (b)   The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.11(a):

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

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

            (3) transactions with a Person (other than an Unrestricted
      Subsidiary of the Company) that is an Affiliate of the Company solely
      because the Company owns, directly or through a Restricted Subsidiary of
      the Company, an Equity Interest in, or controls, such Person;

            (4) payment of reasonable directors' fees;

            (5) any issuance of Equity Interests (other than Disqualified Stock)
      of the Company to Affiliates of the Company;

            (6) Permitted Investments or Restricted Payments that do not violate
      Section 4.07 hereof;

            (7) payment of fees and the reimbursement of other expenses to the
      Permitted Holders in connection with the Transactions on the terms as
      described in the Offering Memorandum under the caption "Certain
      Relationships and Related Party Transactions";

            (8) payment of Subordinated Management Fees in each fiscal year not
      in excess of the lesser of (x) 0.25% of the Company's net revenue as
      reflected on the budget prepared for such fiscal year by the management of
      the Company and approved by the Board of Directors of the Company and (y)
      $5.0 million, pursuant to the Management

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      Services Agreement as in effect on the date of this Indenture and the
      reimbursement of all other expenses;

            (9) loans (or cancellation of loans) or advances to employees in the
      ordinary course of business;

            (10) transactions with customers, suppliers, contractors, joint
      venture partners or purchasers or sellers of goods or services, in each
      case which are in the ordinary course of business (including, without
      limitation, pursuant to joint venture agreements) and otherwise in
      compliance with the terms of this Indenture, and which are fair to the
      Company or its Restricted Subsidiaries, as applicable, in the reasonable
      determination of the Board of Directors, chief executive officer or chief
      financial officer of the Company or its Restricted Subsidiaries, as
      applicable, or are on terms at least as favorable as might reasonably have
      been obtained at such time from an unaffiliated party;

            (11) the existence of, or the performance by the Company or any of
      its Restricted Subsidiaries of their obligations under the terms of, any
      stockholders agreement, partnership agreement or limited liability company
      agreement (including any registration rights agreement or purchase
      agreement related thereto) to which it is a party as of the date of this
      Indenture as described in the Offering Memorandum under the caption
      "Certain Relationships and Related Party Transactions" and any similar
      agreements which it may enter into thereafter; provided, however, that the
      existence of, or the performance by the Company or any Restricted
      Subsidiary of the Company of obligations under any future amendment to any
      such existing agreement or under any similar agreement entered into after
      the date of this Indenture will only be permitted by this clause to the
      extent that the terms of any such amendment or new agreement, taken as a
      whole, are not materially disadvantageous to the holders of the Notes, as
      determined in good faith by the Board of Directors, chief executive
      officer or chief financial officer of the Company;

            (12) the Transactions, including all payments made or to be made in
      connection with the Transactions as described in the Offering Memorandum
      under the captions "The Transactions" and "Certain Relationships and
      Related Party Transactions";

            (13) any Qualified Receivables Transaction;

            (14) Permitted Payments to Parent;

            (15) any management, financial advisory, financing, underwriting or
      placement services or any other investment banking, banking or similar
      services involving the Company and any of its Restricted Subsidiaries
      (including without limitation any payments in cash, Equity Interests or
      other consideration made by the Company or any of its Restricted
      Subsidiaries in connection therewith) on the one hand and the Permitted
      Holders on the other hand, which services (and payments and other
      transactions in connection therewith) are approved by a majority of the
      members of the Board of Directors of the Company in good faith;

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<PAGE>

            (16) the issuance of Equity Interests (other than Disqualified
      Stock) in the Company or any Restricted Subsidiary of the Company for
      compensation purposes;

            (17) intellectual property licenses in the ordinary course of
      business;

            (18) Existing Indebtedness and any other obligations pursuant to an
      agreement existing on the date of this Indenture, including any amendment
      thereto (so long as such amendment is not disadvantageous to the Holders
      in any material respect); and

            (19) payments by the Company or any of its Restricted Subsidiaries
      of reasonable insurance premiums to, and any borrowings from, any
      Insurance Subsidiary, in each case on terms that are no less favorable to
      the Company or such Restricted Subsidiary than those that would have been
      obtained in a comparable arm's-length transaction by the Company or such
      Restricted Subsidiary with a Person that is not an Affiliate of the
      Company.

SECTION 4.12 Liens.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under this Indenture and the Notes are secured
on an equal and ratable basis with the obligations so secured until such time as
such obligations are no longer secured by a Lien.

SECTION 4.13 Business Activities.

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

SECTION 4.14 Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

            (1) its limited liability company existence, and the corporate,
      limited liability company, partnership or other existence of each of its
      Restricted Subsidiaries, in accordance with the respective organizational
      documents (as the same may be amended from time to time) of the Company or
      any such Restricted Subsidiary; and

            (2) the rights (charter and statutory), licenses and franchises of
      the Company and its Restricted Subsidiaries;

      provided, however, that the Company shall not be required to preserve any
      such right, license or franchise, or the corporate, limited liability
      company, partnership or other existence of any of its Restricted
      Subsidiaries, if the Board of Directors of the Company determines that the
      preservation thereof is no longer desirable in the conduct of the

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      business of the Company and its Restricted Subsidiaries, taken as a whole,
      and that the loss thereof is not adverse in any material respect to the
      Holders.

SECTION 4.15 Offer to Repurchase Upon Change of Control.

      (a)   If a Change of Control occurs, each Holder shall have the right to
require the Issuers to make an offer (a "Change of Control Offer") to repurchase
all or any part (equal to $1,000 or an integral multiple of $1,000) of that
Holder's Notes at a purchase price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and Special Interest, if any, on
the Notes repurchased, if any, to the date of purchase subject to the rights of
Holders on the relevant record date to receive interest due on the relevant
interest payment date, (the "Change of Control Payment"). Within 30 days
following any Change of Control, the Issuers shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes tendered shall be accepted for payment;

            (2) the purchase price and the purchase date, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice
      is mailed (the "Change of Control Payment Date");

            (3) that any Note not tendered shall continue to accrue interest;

            (4) that, unless the Issuers default in the payment of the Change of
      Control Payment, all Notes accepted for payment pursuant to the Change of
      Control Offer shall cease to accrue interest and Special Interest after
      the Change of Control Payment Date;

            (5) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer shall be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Paying Agent at the
      address specified in the notice prior to the close of business on the
      third Business Day preceding the Change of Control Payment Date;

            (6) that Holders shall be entitled to withdraw their election if the
      Paying Agent receives, not later than the close of business on the second
      Business Day preceding the Change of Control Payment Date, a telegram,
      telex, facsimile transmission or letter setting forth the name of the
      Holder, the principal amount of Notes delivered for purchase, and a
      statement that such Holder is withdrawing his election to have the Notes
      purchased;

            (7) that Holders whose Notes are being purchased only in part shall
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $1,000 in principal amount or an integral multiple thereof; and

            (8) that Holders electing to have a Note purchased pursuant to a
      Change of Control Offer may elect to have Notes purchased in integral
      multiples of $1,000 only.

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<PAGE>

      The Issuers shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Company shall comply
with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such compliance.

      (b)   On the Change of Control Payment Date, the Issuers shall, to the
extent lawful:

            (1) accept for payment all Notes or portions of Notes properly
      tendered pursuant to the Change of Control Offer;

            (2) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions of Notes properly
      tendered; and

            (3) deliver or cause to be delivered to the Trustee the Notes so
      accepted together with an Officer's Certificate stating the aggregate
      principal amount of Notes or portions of Notes being purchased by the
      Issuers.

      The Paying Agent shall promptly mail (but in any case not later than five
days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any. The Issuers shall publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

      Prior to complying with any of the provisions of this Section 4.15, but in
any event within 90 days following a Change of Control, the Issuers shall either
repay all their outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing their outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.15.

      (c)   Notwithstanding anything to the contrary in this Section 4.15, the
Issuers shall not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 hereof and purchases all Notes validly tendered and not withdrawn
under the Change of Control Offer, or (2) notice of redemption has been given
pursuant to Section 3.07 of this Indenture unless and until there is a Default
in payment of the applicable redemption price.

SECTION 4.16 No Layering of Debt.

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

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of payment to such Guarantor's Subsidiary Guarantee. No such Indebtedness shall
be considered to be senior by virtue of being secured on a first or junior
priority basis.

SECTION 4.17 Designation of Restricted and Unrestricted Subsidiaries

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

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors of the Company giving
effect to such designation and an Officer's Certificate certifying that such
designation complied with the preceding conditions and was permitted by Section
4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09, the Company shall
be in Default of Section 4.09. The Board of Directors of the Company may at any
time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the
Company; provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary, and such designation shall only be
permitted if (1) such Indebtedness is permitted under Section 4.09 and (2) no
Default or Event of Default would be in existence following such designation.

SECTION 4.18 Existence of Corporate Co-Issuer

      The Company shall always maintain a Wholly Owned Subsidiary that is a
Restricted Subsidiary of the Company organized as a corporation under the laws
of the United States of America, any State thereof or the District of Columbia
that will serve as a co-issuer of the Notes unless the Company is itself a
corporation under the laws of the United States of America, any State thereof or
the District of Columbia.

SECTION 4.19 Payments for Consent.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or provisions of this Indenture
or the Notes unless such consideration is offered to be paid and is paid to all
Holders

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<PAGE>

that consent, waive or agree to amend in the time frame set forth in the
solicitation documents relating to such consent, waiver or agreement.

SECTION 4.20 Additional Subsidiary Guarantees.

      If the Company or any of its Restricted Subsidiaries, acquires or creates
another Subsidiary, other than a Non-Guarantor Subsidiary, after the date of
this Indenture that guarantees Indebtedness under the Credit Agreement, then
that newly acquired or created Subsidiary shall become a Guarantor and execute a
Subsidiary Guarantee pursuant to a supplemental indenture in form and substance
satisfactory to the Trustee and deliver an Opinion of Counsel in form and
substance satisfactory to the Trustee within 30 Business Days of the date on
which it was acquired or created. The form of such Subsidiary Guarantee is
attached as Exhibit E hereto.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01 Merger, Consolidation, or Sale of Assets.

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

            (1) either:

                  (A) the Company is the surviving entity; or

                  (B) the Person formed by or surviving any such consolidation
            or merger (if other than the Company) or to which such sale,
            assignment, transfer, conveyance or other disposition has been made
            is an entity organized or existing under the laws of the United
            States, any state of the United States or the District of Columbia;

            (2) the Person formed by or surviving any such consolidation or
      merger (if other than the Company) or the Person to which such sale,
      assignment, transfer, conveyance or other disposition has been made
      assumes all the obligations of the Company under the Notes, this Indenture
      and the Registration Rights Agreement pursuant to agreements reasonably
      satisfactory to the Trustee; provided, however, that at all times, a
      corporation organized and existing under the laws of the United States of
      America, any State thereof or the District of Columbia must be a co-issuer
      or the issuer of the Notes;

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

            (4) the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition has been made
      would, on the date of such transaction

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<PAGE>

      after giving pro forma effect thereto and any related financing
      transactions as if the same had occurred at the beginning of the
      applicable four-quarter period:

                  (A) be permitted to incur at least $1.00 of additional
            Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
            forth in Section 4.09(a) herein or

                  (B) have a Fixed Charge Coverage Ratio that is greater than
            the actual Fixed Charge Coverage Ratio of the Company immediately
            prior to such transaction.

      In addition, the Company shall not, directly or indirectly, lease all or
substantially all of the properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any other
Person.

      (b)   The provisions of Section 5.01(a) shall not apply to:

            (1) a merger of the Company with an Affiliate solely for the purpose
      of reincorporating the Company in another jurisdiction or any other
      transaction the sole purpose of which is to reorganize the Company as a
      corporation;

            (2) any consolidation or merger, or any sale, assignment, transfer,
      conveyance, lease or other disposition of assets between or among the
      Company and its Restricted Subsidiaries; and

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

SECTION 5.02 Successor Corporation Substituted.

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor Person formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other
disposition, the provisions of this Indenture referring to the "Company" shall
refer instead to the successor Person and not to the Company), and may exercise
every right and power of the Company under this Indenture with the same effect
as if such successor Person had been named as the Company herein; provided,
however, that the predecessor Company, if any, shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all or substantially all of the properties or assets of the Company
and its Restricted Subsidiaries taken as whole in a transaction that is subject
to, and that complies with the provisions of, Section 5.01 hereof.

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                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

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

            (1) default for 30 days in the payment when due of interest on, or
      Special Interest, if any, with respect to, the Notes, whether or not
      prohibited by the subordination provisions of this Indenture;

            (2) default in the payment when due (at maturity, upon redemption or
      otherwise) of the principal of, or premium, if any, on, the Notes, whether
      or not prohibited by the subordination provisions of this Indenture;

            (3) failure by the Company or any of its Restricted Subsidiaries to
      comply with the provisions of Section 5.01 hereof;

            (4) failure by the Company or any of its Restricted Subsidiaries for
      60 days after notice to the Company by the Trustee or the Holders of at
      least 25% in aggregate principal amount of the Notes then outstanding
      voting as a single class to comply with any of the other agreements in
      this Indenture;

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

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

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

      and, in each case, the principal amount of such Indebtedness, together
      with the principal amount of any other such Indebtedness under which there
      has been a Payment Default or the maturity of which has been so
      accelerated, aggregates $15.0 million or more;

            (6) with respect to any judgment or decree for the payment of money
      (net of any amount covered by insurance issued by a reputable and
      creditworthy insurer that has not contested coverage or reserved rights
      with respect to an underlying claim) in excess of $25.0 million or its
      foreign currency equivalent against the Company or any Restricted
      Subsidiary of the Company, the failure by the Company or such Restricted
      Subsidiary, as applicable, to pay such judgment or decree, which judgment
      or decree has remained outstanding for a period of 60 days after such
      judgment or decree became final and nonappealable without being paid,
      discharged, waived or stayed;

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            (7) except as permitted by this Indenture, any Subsidiary Guarantee
      of any Significant Subsidiary is declared to be unenforceable or invalid
      by any final and nonappealable judgment or decree or ceases for any reason
      to be in full force and effect, or any Guarantor, that is a Significant
      Subsidiary or any Person acting on behalf of any Guarantor that is a
      Significant Subsidiary denies or disaffirms its obligations in writing
      under its Subsidiary Guarantee and such Default continues for 10 days
      after receipt of the notice specified in this Indenture;

            (8) either of the Issuers or any of the Company's Restricted
      Subsidiaries that is a Significant Subsidiary pursuant to or within the
      meaning of Bankruptcy Law:

                  (A) commences a voluntary case,

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

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

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

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

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

                  (A) is for relief against either of the Issuers or any of the
            Company's Restricted Subsidiaries that is a Significant Subsidiary
            in an involuntary case;

                  (B) appoints a custodian of either of the Issuers or any of
            the Company's Restricted Subsidiaries that is a Significant
            Subsidiary for all or substantially all of the property of either of
            the Issuers or any of the Company's Restricted Subsidiaries that is
            a Significant Subsidiary; or

                  (C) orders the liquidation of either of the Issuers or any of
            the Company's Restricted Subsidiaries that is a Significant
            Subsidiary;

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

SECTION 6.02 Acceleration.

      In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, all outstanding Notes shall become due and payable
immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
aggregate principal amount of the then outstanding Notes may declare all the
Notes to be due and payable immediately; provided that so long as any
Indebtedness permitted to be incurred pursuant to the Credit Facilities is
outstanding, such acceleration shall not be effective until the

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earlier of (1) the acceleration of such Indebtedness under the Credit Facilities
or (2) five Business Days after receipt by the Company of written notice of such
acceleration.

      Upon any such declaration, the Notes shall become due and payable
immediately. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration or waive any existing Default or Event of
Default and its consequences under this Indenture except a continuing Default or
Event of Default in the payment of interest or premium or Special Interest, if
any, on, or the principal of, the Notes.

SECTION 6.03 Other Remedies.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Special
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 6.04 Waiver of Past Defaults.

      Holders of a majority in aggregate principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, premium and Special Interest, if any, or interest on, the Notes
(including in connection with an offer to purchase); provided, however, that the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

SECTION 6.05 Control by Majority.

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

SECTION 6.06 Limitation on Suits.

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

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            (1) such Holder has previously given the Trustee notice that an
      Event of Default is continuing;

            (2) Holders of at least 25% in aggregate principal amount of the
      then outstanding Notes have requested the Trustee to pursue the remedy;

            (3) such Holders have offered the Trustee reasonable security or
      indemnity reasonably satisfactory to it against any loss, liability or
      expense;

            (4) the Trustee has not complied with such request within 60 days
      after the receipt of the request and the offer of security or indemnity;
      and

            (5) Holders of a majority in aggregate principal amount of the then
      outstanding Notes have not given the Trustee a direction inconsistent with
      such request within such 60-day period.

SECTION 6.07 Rights of Holders to Receive Payment.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Special 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 6.08 Collection Suit by Trustee.

      If an Event of Default specified in Section 6.01(1) or (2) 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 and each Guarantor for the whole
amount of principal of, premium and Special 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 6.09 Trustee May File Proofs of Claim.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due to the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses,

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disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a Lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10 Priorities.

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

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

            Second: to Holders for amounts due and unpaid on the Notes for
      principal, premium and Special Interest, if any, and interest, ratably,
      without preference or priority of any kind, according to the amounts due
      and payable on the Notes for principal, premium and Special 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 pursuant to this Section 6.10.

SECTION 6.11 Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

SECTION 7.01 Duties of Trustee.

            (a)   If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and

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skill in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

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

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

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

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

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

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

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

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

      (e)   No provision of this Indenture shall require the Trustee to expend
or risk its own funds or incur any liability.

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

SECTION 7.02 Rights of Trustee.

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

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

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

      (d)   The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture provided, however, that the Trustee's
conduct does not constitute willful misconduct, bad faith or negligence.

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

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

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

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

      (i)   The Trustee may request that the Company deliver an Officer's
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

SECTION 7.03 Individual Rights of Trustee.

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

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SECTION 7.04 Trustee's Disclaimer.

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

SECTION 7.05 Notice of Defaults.

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

SECTION 7.06 Reports by Trustee to Holders of the Notes.

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

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

SECTION 7.07 Compensation and Indemnity.

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

      (b)   The Issuers and the Guarantors, jointly and severally, shall
indemnify the Trustee against any and all losses, liabilities, claims, damages
or expenses incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Issuers and the Guarantors
(including this Section 7.07) and defending itself against any claim (whether
asserted by the

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Issuers, the Guarantors, any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense shall be
determined to have been caused by its own negligence or willful misconduct. The
Trustee shall notify the Issuers promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the
Issuers or any of the Guarantors of their obligations hereunder. The Issuers or
such Guarantor shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Issuers shall pay the
reasonable fees and expenses of such counsel. Neither the Issuers nor any
Guarantor need pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

      (c)   The obligations of the Issuers and the Guarantors under this Section
7.07 shall survive the satisfaction and discharge of this Indenture.

      (d)   To secure the Issuers' and the Guarantors' payment obligations in
this Section 7.07, 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.

      (e)   When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

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

SECTION 7.08 Replacement of Trustee.

      (a)   A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

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

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

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

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

            (4) the Trustee becomes incapable of acting.

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

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

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

      (f)   A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers. 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 the Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, provided all sums owing
to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 hereof shall continue
for the benefit of the retiring Trustee.

SECTION 7.09 Successor Trustee by Merger, etc.

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

SECTION 7.10 Eligibility; Disqualification.

      There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that together with its affiliates has a combined capital and
surplus of at least $100.0 million as set forth in its most recent published
annual report of condition.

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

SECTION 7.11 Preferential Collection of Claims Against Company.

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

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                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

      The Issuers may, at any time, elect to have either Section 8.02 or 8.03
hereof be applied to all outstanding Notes and all obligations of the Guarantors
with respect to the Subsidiary Guarantees upon compliance with the conditions
set forth below in this Article 8.

SECTION 8.02 Legal Defeasance and Discharge.

      Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Subsidiary Guarantees) on the date the
conditions set forth in Section 8.04 hereof are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Issuers and the
Guarantors shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes (including the Subsidiary Guarantees),
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in
clauses (1) and (2) below, and to have satisfied all their other obligations
under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee,
on demand of and at the expense of the Issuers, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder:

            (1) the rights of Holders of outstanding Notes to receive payments
      in respect of the principal of, or interest or premium and Special
      Interest, if any, on such Notes when such payments are due from the trust
      referred to in Section 8.04 hereof;

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

            (3) the rights, powers, trusts, duties and immunities of the Trustee
      hereunder and the Issuers' and the Guarantors' obligations in connection
      therewith; and

            (4) this Article 8.

      Subject to compliance with this Section 8.02, the Issuers may exercise
their option under this Section 8.02 notwithstanding the prior exercise of their
option under Section 8.03 hereof.

SECTION 8.03 Covenant Defeasance.

      Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from each of their obligations under the covenants contained in
Sections 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18,
4.19, 4.20 hereof and Section 5.01(a)(4) hereof with respect to the outstanding
Notes on and after the

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date the conditions set forth in Section 8.04 hereof 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 and the Subsidiary Guarantees, the Issuers and
the Guarantors may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes and
Subsidiary Guarantees shall be unaffected thereby. In addition, upon the
Issuers' exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 subject to the satisfaction of the conditions set forth in Section
8.04 hereof, Sections 6.01(3) through 6.01(6) and, to the extent relating to a
Significant Subsidiary, 6.01(8) and 6.01(9) hereof shall not constitute Events
of Default.

SECTION 8.04 Conditions to Legal or Covenant Defeasance.

      In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

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

            (2) in the case of Legal Defeasance, the Issuers must deliver to the
      Trustee an Opinion of Counsel reasonably acceptable to the Trustee
      confirming that (a) the Issuers have received from, or there has been
      published by, the Internal Revenue Service a ruling or (b) since the date
      of this Indenture, there has been a change in the applicable federal
      income tax law, in either case to the effect that, and based thereon such
      Opinion of Counsel shall confirm that, the Holders of the outstanding
      Notes shall not recognize income, gain or loss for federal income tax
      purposes as a result of such Legal Defeasance and shall be subject to
      federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such Legal Defeasance had not
      occurred;

            (3) in the case of Covenant Defeasance, the Issuers must deliver to
      the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
      confirming that the Holders of the outstanding Notes shall not recognize
      income, gain or loss for federal income tax

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      purposes as a result of such Covenant Defeasance and shall 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;

            (4) such Legal Defeasance or Covenant Defeasance shall not result in
      a breach or violation of, or constitute a default under, any material
      agreement (including, without limitation, the Credit Agreement) or
      instrument (other than this Indenture) to which the Company or any of its
      Subsidiaries is a party or by which the Company or any of its Subsidiaries
      is bound;

            (5) the Issuers must deliver to the Trustee an Officer's Certificate
      stating that the deposit was not made by the Issuers with the intent of
      preferring the Holders over the other creditors of the Issuers with the
      intent of defeating, hindering, delaying or defrauding any creditors of
      the Issuers or others; and

            (6) the Issuers must deliver to the Trustee an Officer's Certificate
      and an Opinion of Counsel, each stating that all conditions precedent
      relating to the Legal Defeasance or the Covenant Defeasance have been
      complied with.

SECTION 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

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

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

      Notwithstanding anything in this Article 8 to the contrary, the Trustee
shall deliver or pay to the Issuers from time to time upon the request of the
Issuers any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

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SECTION 8.06 Repayment to Issuers.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Issuers, in trust for the payment of the principal of, premium or Special
Interest, if any, or interest on any Note and remaining unclaimed for two years
after such principal, premium or Special Interest, if any, or interest has
become due and payable shall be paid to the Issuers on their request or (if then
held by the Issuers) shall be discharged from such trust; and the Holder of such
Note shall thereafter be permitted to look only to the Issuers for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuers as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Issuers 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 shall be repaid to the Issuers.

SECTION 8.07 Reinstatement.

      If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuers' and the Guarantors' obligations under this
Indenture and the Notes and the Subsidiary Guarantees shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Issuers make any payment of principal of,
premium or Special Interest, if any, or interest on any Note following the
reinstatement of their obligations, the Issuers shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the cash or
Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01 Without Consent of Holders.

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

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

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

            (3) to provide for the assumption of the Company's or a Guarantor's
      obligations to the Holders and Subsidiary Guarantees by a successor to the
      Company pursuant to Article 5 or Section 11.05, respectively, hereof;

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

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

            (6) to conform the text of this Indenture, the Subsidiary Guarantees
      or the Notes to any provision of the "Description of Notes" section of the
      Offering Memorandum to the extent that such provision in that "Description
      of Notes" section was intended to be a verbatim recitation of a provision
      of this Indenture, the Subsidiary Guarantees or the Notes;

            (7) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Indenture as of the Issue Date;

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

            (9) to issue Exchange Notes.

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

SECTION 9.02 With Consent of Holders.

      (a)   Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including, without limitation,
Section 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes
with the consent of the Holders of at least a majority in aggregate principal
amount of the Notes (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Special 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 Subsidiary Guarantees or
the Notes may be waived with the consent of the Holders of a majority in
aggregate principal amount of the then outstanding Notes (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes).

      (b)   Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 7.02(b) hereof,

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the Trustee shall join with the Company and the Guarantors in the execution of
such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental
indenture.

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

      (d)   After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Issuers shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Issuers to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding, voting as
a single class, may waive compliance in a particular instance by the Issuers and
the Guarantors with any provision of this Indenture, the Notes, or the
Subsidiary Guarantees. However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder):

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

            (2) reduce the principal of or change the fixed maturity of any Note
      or alter the provisions with respect to the redemption of the Notes except
      as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;

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

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

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

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

            (7) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 3.09, 4.10 or 4.15 hereof);

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

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            (9) make any change in the preceding amendment and waiver
      provisions.

SECTION 9.03 Amendments regarding Subordination.

      Notwithstanding Section 9.01 and 9.02 hereof, (a) any amendment to the
provisions of Article 10 hereof (including the definitions of "Senior Debt" and
"Designated Senior Debt") that adversely affects the rights of any holder of
Senior Debt of the Company then outstanding requires the consent of the holders
of such Senior Debt (or any group or representative thereof authorized to give
consent), and (b) any amendment or waiver of the provisions of Article 10 hereof
that adversely affects the rights of the Holders requires the consent of the
Holders of at least 66 2/3% in aggregate principal amount of Notes then
outstanding.

SECTION 9.04 Compliance with Trust Indenture Act.

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

SECTION 9.05 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 9.06 Notation on or Exchange of Notes.

      The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Issuers 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 9.07 Trustee to Sign Amendments, etc.

      The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuers
may not sign an amended or supplemental indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be provided with and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

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                                  ARTICLE 10.
                                 SUBORDINATION

SECTION 10.01 Agreement to Subordinate.

      The Issuers agree, and each Holder by accepting a Note agrees, that all
Obligations in respect of the Notes are subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full in cash of all Senior Debt of the Issuers (whether outstanding on the Issue
Date or created, incurred, assumed or guaranteed thereafter), and that the
subordination is for the benefit of the holders of Senior Debt of the Issuers.

SECTION 10.02 Liquidation; Dissolution;Bankruptcy.

      The holders of Senior Debt of the Issuers shall be entitled to receive
payment in full in cash of all Obligations due in respect of such Senior Debt
(including interest after the commencement of any bankruptcy proceeding at the
rate specified in the applicable Senior Debt whether or not such interest is an
allowable claim) before the Holders shall be entitled to receive any payment (by
set off or otherwise) with respect to the Notes (except that Holders may receive
and retain Permitted Junior Securities and payments made from any trust created
pursuant to Section 8.01 or Article 12 hereof):

            (1) in a liquidation or dissolution of the Company;

            (2) in a bankruptcy, reorganization, insolvency, receivership or
      similar proceeding relating to the Company or its property;

            (3) in an assignment for the benefit of the Company's creditors; or

            (4) in any marshaling of the Company's assets and liabilities.

SECTION 10.03 Default on Designated Senior Debt.

      (a)   The Issuers may not make any payment (by set off or otherwise) in
respect of the Notes or acquire or redeem any Notes for cash or property or
otherwise (other than Permitted Junior Securities and payments made from any
trust created pursuant to Section 8.01 or Article 12 hereof) if:

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

            (2) any other default occurs and is continuing on any series of
      Designated Senior Debt that permits holders of that series of Designated
      Senior Debt to accelerate its maturity and the Trustee receives a notice
      of such default (a "Payment Blockage Notice") from the holders of (or
      agent of any of the holders of) any Designated Senior Debt. If the Trustee
      receives any such Payment Blockage Notice, no subsequent Payment Blockage
      Notice shall be effective for purposes of this Section unless and until
      (A) at least 360 days have elapsed since the delivery of the immediately
      prior Payment Blockage Notice

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      and (B) all scheduled payments of principal, premium and Special Interest,
      if any, and interest on the Notes that have come due have been paid in
      full in cash.

      No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has been
cured or waived for a period of not less than 90 days.

      (b)   The Issuers may and shall resume payments on and distributions in
respect of the Notes:

            (1) in the case of a payment default, upon the date upon which such
      default is cured or waived, and

            (2) in the case of a nonpayment default, upon the earlier of the
      date on which such nonpayment default is cured or waived or 179 days after
      the date on which the applicable Payment Blockage Notice is received,
      unless the maturity of any Designated Senior Debt has been accelerated or
      a payment default exists on any Designated Senior Debt

            if this Article 10 otherwise permits the payment, distribution or
            acquisition at the time of such payment, distribution or
            acquisition.

SECTION 10.04 Acceleration of Notes.

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

SECTION 10.05 When Distribution Must Be Paid Over.

      In the event that the Trustee or any Holder receives any payment
(including a payment by a Guarantor under its Subsidiary Guarantee) in respect
of the Notes (other than Permitted Junior Securities and payments made from any
trust created pursuant to Section 8.01 or Article 12 hereof) at a time when the
Trustee or such Holder, as applicable, has actual knowledge that such payment is
prohibited by Section 10.03 hereof, such payment shall be held by the Trustee or
such Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to, the holders of Senior Debt as their
interests may appear or their Representative under the agreement, indenture or
other document (if any) pursuant to which Senior Debt may have been issued, as
their respective interests may appear, for application to the payment of all
Obligations with respect to Senior Debt remaining unpaid to the extent necessary
to pay such Obligations in full in accordance with their terms, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Debt.

      With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to

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which any holders of Senior Debt are then 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 10.06 Notice by Company.

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

SECTION 10.07 Subrogation.

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

SECTION 10.08 Relative Rights.

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

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

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

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

      If the Issuers fail because of this Article 10 to pay principal of,
premium or interest or Special Interest, if any, on a Note on the due date, the
failure is still a Default or Event of Default.

SECTION 10.09 Subordination May Not Be Impaired by Issuers.

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

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SECTION 10.10 Distribution or Notice to Representative.

      Whenever a distribution is to be made or a notice given to holders of
Senior Debt of the Issuers, 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 shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders for the
purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 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 the Trustee has received at its Corporate
Trust Office at least five Business Days prior to the date of such payment
written notice of facts that would cause the payment in respect of the Notes to
violate this Article 10. Only the Company or a Representative may give the
notice. Nothing in this Article 10 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

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

SECTION 10.12 Authorization to Effect Subordination.

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

                                  ARTICLE 11.
                              SUBSIDIARY GUARANTEES

SECTION 11.01 Guarantee.

      (a)   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 Issuers hereunder or thereunder, that:

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            (1) the principal of, premium and Special Interest, if any, and
      interest on the Notes shall be promptly paid in full when due, whether at
      maturity, by acceleration, redemption or otherwise, and interest on the
      overdue principal of and interest on the Notes, if any, if lawful, and all
      other Obligations of the Issuers to the Holders or the Trustee hereunder
      or thereunder shall be promptly paid in full or performed, all in
      accordance with the terms hereof and thereof; and

            (2) in case of any extension of time of payment or renewal of any
      Notes or any of such other Obligations, that same shall be promptly paid
      in full when due or performed in accordance with the terms of the
      extension or renewal, whether at stated maturity, by acceleration or
      otherwise.

      Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

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

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

      (d)   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, (1) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
Obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such Obligations as provided in Article 6 hereof, such
Obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

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SECTION 11.02 Subordination of Subsidiary Guarantee.

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

SECTION 11.03 Limitation on Guarantor Liability.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor shall be limited to the maximum amount
that shall, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under this Article 11, result in the
obligations of such Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance.

SECTION 11.04 Execution and Delivery of Subsidiary Guarantee.

      To evidence its Subsidiary Guarantee set forth in Section 11.01 hereof,
each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form attached as Exhibit E hereto shall be endorsed by an
Officer of such Guarantor on each Note authenticated and delivered by the
Trustee and that this Indenture shall be executed on behalf of such Guarantor by
one of its Officers.

      Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 hereof shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

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

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

      In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Subsidiary after the date of this Indenture, if required
by Section 4.20 hereof, the Company shall cause such Subsidiary to comply with
the provisions of Section 4.20 hereof and this Article 11, to the extent
applicable.

                                      104
<PAGE>

SECTION 11.05 Guarantors May Consolidate, etc., on Certain Terms.

      Except as otherwise provided in this Section 11.05, no Guarantor may sell
or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than either of the Issuers or another
Guarantor, unless:

            (1) immediately after giving effect to such transaction, no Default
      or Event of Default exists; and

            (2) either:

            (a)   the Person (if other than either of the Issuers or a
      Guarantor) acquiring the property in any such sale or disposition or the
      Person (if other than either of the Issuers or a Guarantor) formed by or
      surviving any such consolidation or merger unconditionally assumes all the
      obligations of that Guarantor, pursuant to a supplemental indenture in
      form and substance reasonably satisfactory to the Trustee, under this
      Indenture, the Subsidiary Guarantee and the Registration Rights Agreement
      on the terms set forth herein or therein; or

            (b)   the Net Proceeds of such sale or other disposition are applied
      in accordance with the applicable provisions of this Indenture, including
      without limitation, Section 4.10 hereof.

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Subsidiary Guarantee endorsed upon the Notes and the due and punctual
performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Issuers
and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into
either of the Issuers or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

SECTION 11.06 Releases.

      The Subsidiary Guarantee of a Guarantor will be released:

                                      105
<PAGE>

      (a)   in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to
such transaction) the Company or a Restricted Subsidiary of the Company, if the
sale or other disposition does not violate Section 4.10 hereof;

      (b)   in connection with any sale or other disposition of all of the
Capital Stock of that Guarantor to a Person that is not (either before or after
giving effect to such transaction) the Company or a Restricted Subsidiary of the
Company, if the sale or other disposition does not violate Section 4.10 hereof;

      (c)   if the Company designates any Restricted Subsidiary that is a
Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.17
hereof;

      (d)   if that Guarantor is released from its guarantee under the Credit
Agreement;

      (e)   if that Guarantor is designated as a Non-Guarantor Subsidiary in
accordance with the definition of Non-Guarantor Subsidiary; or

      (f)   upon legal defeasance in accordance with Article 8 hereof or
satisfaction and discharge in accordance with Article 12 hereof.

      If any Guarantor is released from its Subsidiary Guarantee, any of its
Subsidiaries that are Guarantors will be released from their Subsidiary
Guarantees, if any.

      Any Guarantor not released from its obligations under its Subsidiary
Guarantee as provided in this Section 11.05 shall remain liable for the full
amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under this Indenture as provided in this Article 11.

                                  ARTICLE 12.
                           satisfaction and discharge

SECTION 12.01 Satisfaction and Discharge.

      This Indenture shall be discharged and shall cease to be of further effect
as to all Notes issued hereunder, when:

            (1) either:

      (a)   all Notes that have been authenticated, except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment
money has theretofore been deposited in trust and thereafter repaid to the
Issuers, have been delivered to the Trustee for cancellation; or

      (b)   all Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the mailing of a notice of
redemption or otherwise or shall become due and payable within one year and the
Issuers or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in

                                      106
<PAGE>

U.S. dollars, non-callable Government Securities, or a combination of cash in
U.S. dollars and non- callable Government Securities, in amounts as shall be
sufficient, without consideration of any reinvestment of interest, to pay and
discharge the entire Indebtedness on the Notes not delivered to the Trustee for
cancellation for principal, premium and Special Interest, if any, and accrued
interest to the date of maturity or redemption;

            (2) no Default or Event of Default has occurred and is continuing on
      the date of the deposit (other than a Default or Event of Default
      resulting from the borrowing of funds to be applied to such deposit) and
      the deposit shall not result in a breach or violation of, or constitute a
      default under, any other instrument to which the Issuers or any Guarantor
      is a party or by which the Issuers or any Guarantor is bound;

            (3) the Issuers or any Guarantor has paid or caused to be paid all
      sums payable by it under this Indenture; and

            (4) the Issuers have delivered irrevocable instructions to the
      Trustee under this Indenture to apply the deposited money toward the
      payment of the Notes at maturity or on the redemption date, as the case
      may be.

      In addition, the Issuers must deliver an Officer's Certificate and an
Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

      Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to sub-clause (b) of clause (1) of
this Section, the provisions of Sections 12.02 and 8.06 shall survive. In
addition, nothing in this Section 12.01 shall be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

SECTION 12.02 Application of Trust Money.

      Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

      To the extent that and so long as the Trustee or Paying Agent is unable to
apply any money or Government Securities in accordance with Section 12.01 hereof
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuers' and any Guarantor's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to Section 12.01 hereof; provided, however, that if the
Issuers have made any payment of principal of, premium, if any, or interest on
any Notes following the reinstatement of their obligations, the Issuers shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.

                                      107
<PAGE>

                                  ARTICLE 13.
                                 MISCELLANEOUS

SECTION 13.01 Trust Indenture Act Controls.

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

SECTION 13.02 Notices.

      Any notice or communication by either of the Issuers, 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),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

      If to either of the Issuers and/or any Guarantor:

      IASIS Healthcare LLC
      117 Seaboard Lane
      Building E
      Franklin, Tennessee 37067
      Telecopier No.: (615) 846-3006
      Attention: General Counsel

      If to the Trustee:
      The Bank of New York Trust Company, N.A.
      100 Ashford Center North, Suite 520
      Atlanta, Georgia 30338
      Telecopier No.: (770) 698-5195/5196
      Attention: Corporate Trust Administration

      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 answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

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

                                      108
<PAGE>

      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 13.03 Communication by Holders with Other Holders.

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

SECTION 13.04 Certificate and Opinion as to Conditions Precedent.

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

            (1) an Officer's Certificate in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 13.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 13.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

SECTION 13.05 Statements Required in Certificate or Opinion.

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

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

            (2) 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;

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

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

                                      109
<PAGE>

SECTION 13.06 Rules by Trustee and Agents.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

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

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

SECTION 13.08 Governing Law.

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

SECTION 13.09 No Adverse Interpretation of Other Agreements.

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

SECTION 13.10 Successors.

      All 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. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.05.

SECTION 13.11 Severability.

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

SECTION 13.12 Counterpart Originals.

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

                                      110
<PAGE>

SECTION 13.13 Table of Contents, Headings, etc.

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

                            (Signature Pages Follow)

                                      111
<PAGE>
                                   SIGNATURES

Dated as of June 22, 2004

                                   IASIS HEALTHCARE LLC


                                      By: /s/ W. Carl Whitmer
                                         -----------------------------------
                                         Name: W. Carl Whitmer
                                         Title: Chief Financial Officer

                                   IASIS CAPITAL CORPORATION


                                      By: /s/ W. Carl Whitmer
                                         -----------------------------------
                                         Name: W. Carl Whitmer
                                         Title: Chief Financial Officer

                                   MEMORIAL HOSPITAL OF TAMPA, LP
                                   MESA GENERAL HOSPITAL, LP
                                   PALMS OF PASADENA HOSPITAL, LP
                                   SOUTHWEST GENERAL HOSPITAL, LP
                                   ST. LUKE'S BEHAVIORAL HOSPITAL, LP
                                   ST. LUKE'S MEDICAL CENTER, LP
                                   TEMPE ST. LUKE'S HOSPITAL, LP
                                   TOWN & COUNTRY HOSPITAL, LP

                                      By: IASIS Healthcare Holdings, Inc.,
                                          as General Partner


                                          By: /s/ Frank A. Coyle
                                             -------------------------------
                                             Name: Frank A. Coyle
                                             Title: Secretary

                                   SEABOARD DEVELOPMENT LLC


                                      By: /s/ Frank A. Coyle
                                         -----------------------------------
                                         Name: Frank A. Coyle
                                         Title: Secretary


                                   INDENTURE
<PAGE>

                              ARIZONA DIAGNOSTIC & SURGICAL CENTER, INC.
                              BROOKWOOD DIAGNOSTIC CENTER OF TAMPA, INC.
                              IASIS PHYSICIAN SERVICES, INC.
                              CLINICARE OF TEXAS, INC.
                              IASIS HOME INFUSION AND MEDICAL EQUIPMENT, INC.
                              IASIS TRANSCO, INC.
                              MCS/AZ, INC.
                              PALMS OF PASADENA HOMECARE, INC.
                              TAMPA BAY STAFFING SOLUTIONS, INC.
                              BAPTIST JOINT VENTURE HOLDINGS, INC.
                              BEAUMONT HOSPITAL HOLDINGS, INC.
                              BILTMORE SURGERY CENTER HOLDINGS, INC.
                              CLINICARE OF UTAH, INC.
                              DAVIS HOSPITAL HOLDINGS, INC.
                              DAVIS SURGICAL CENTER HOLDINGS, INC.
                              FIRST CHOICE PHYSICIANS NETWORK HOLDINGS, INC.
                              IASIS FINANCE, INC.
                              IASIS HEALTHCARE HOLDINGS, INC.
                              IASIS HOSPITAL NURSE STAFFING COMPANY
                              IASIS MANAGEMENT COMPANY
                              JORDAN VALLEY HOSPITAL HOLDINGS, INC.
                              METRO AMBULATORY SURGERY CENTER, INC.
                              PIONEER VALLEY HEALTH PLAN, INC.
                              PIONEER VALLEY HOSPITAL, INC.
                              ROCKY MOUNTAIN MEDICAL CENTER, INC.
                              SALT LAKE REGIONAL MEDICAL CENTER, INC.
                              SOUTHRIDGE PLAZA HOLDINGS, INC.
                              SSJ ST. PETERSBURG HOLDINGS, INC.
                              BILTMORE SURGERY CENTER, INC.
                              NORTH VISTA HOSPITAL, INC.



                                           By: /s/ Frank Coyle
                                              ---------------------------------
                                              Name: Frank A. Coyle
                                              Title: Secretary


                                           THE BANK OF NEW YORK TRUST COMPANY,
                                             N.A., AS TRUSTEE


                                           By: /s/ Elizabeth T. Wagner
                                              ---------------------------------
                                              Name: Elizabeth T. Wagner
                                              Title: Vice President



<PAGE>

                                                                      EXHIBIT A1

                                 [Face of Note]

                                                         CUSIP/CINS ___________

                    8 3/4% Senior Subordinated Notes due 2014

No. ___                                                           $____________

                              IASIS HEALTHCARE LLC

                            IASIS CAPITAL CORPORATION

promises to pay to____________________ or registered assigns,

the principal sum of ________________________________________________ DOLLARS on
June 15, 2014.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

Dated: _______________, 200_

                                    IASIS HEALTHCARE LLC

                                    By:_________________________________________
                                       Name:
                                       Title:

                                    IASIS CAPITAL CORPORATION

                                    By:_________________________________________
                                       Name:
                                       Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
  as Trustee

By:___________________________
      Authorized Signatory

                                      A1-1
<PAGE>

                                 [Back of Note]
                    8-3/4% Senior Subordinated Notes due 2014

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

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

      Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. IASIS Healthcare LLC, a Delaware limited liability
      company (the "Company"), and IASIS Capital Corporation, a Delaware
      corporation ("IASIS Capital" and together with the Company, the
      "Issuers"), promise to pay interest on the principal amount of this Note
      at 8-3/4% per annum from ____________, 20__ until maturity and shall pay
      the Special Interest, if any, payable pursuant to the Registration Rights
      Agreement referred to below. The Issuers shall pay interest and Special
      Interest, if any, semi-annually in arrears on June 15 and December 15 of
      each year, or if any such day is not a Business Day, on the next
      succeeding Business Day (each, an "Interest Payment Date"). Interest on
      the Notes shall accrue from the most recent date to which interest has
      been paid or, if no interest has been paid, from the date of issuance;
      provided that if there is no existing Default in the payment of interest,
      and if this Note is authenticated between a record date referred to on the
      face hereof and the next succeeding Interest Payment Date, interest shall
      accrue from such next succeeding Interest Payment Date; provided further
      that the first Interest Payment Date shall be ____________, 20__. The
      Issuers shall pay interest (including post-petition interest in any
      proceeding under any Bankruptcy Law) on overdue principal and premium, if
      any, from time to time on demand at a rate that is 1% per annum in excess
      of the rate then in effect; it shall pay interest (including post-petition
      interest in any proceeding under any Bankruptcy Law) on overdue
      installments of interest and Special Interest, if any, (without regard to
      any applicable grace periods) from time to time on demand at the same rate
      to the extent lawful. Interest shall be computed on the basis of a 360-day
      year of twelve 30-day months.

            (2) METHOD OF PAYMENT. The Issuers shall pay interest on the Notes
      (except defaulted interest) and Special Interest, if any, to the Persons
      who are registered Holders at the close of business on the June 1 or
      December 1 next preceding the Interest Payment Date, even if such Notes
      are canceled after such record date and on or before such Interest Payment
      Date, except as provided in Section 2.12 of the Indenture with respect to
      defaulted interest. The Notes shall be payable as to principal, interest
      and premium and Special Interest, if any, at the office or agency of the
      Paying Agent within the City and State of New York, or, at the option of
      the Issuers, payment of interest and Special Interest, if any, may be made
      by check mailed to the Holders at their addresses set forth in the
      register of Holders; provided that payment by wire transfer of immediately
      available funds shall be required with respect to principal of and
      interest, premium and Special Interest, if any, on, all Global Notes and
      all other Notes the Holders of which shall have provided wire transfer
      instructions to the Issuers or the Paying Agent. Such

                                      A1-2
<PAGE>

      payment shall be in such coin or currency of the United States of America
      as at the time of payment is legal tender for payment of public and
      private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York
      Trust Company, N.A., the Trustee under the Indenture, shall act as Paying
      Agent and Registrar. The Issuers may change any Paying Agent or Registrar
      without notice to any Holder. The Company or any of its Subsidiaries may
      act in any such capacity.

            (4) INDENTURE. The Issuers issued the Notes under an Indenture dated
      as of June 22, 2004 (the "Indenture"), among the Issuers, the Guarantors
      and the Trustee. The terms of the Notes include those stated in the
      Indenture and those made part of the Indenture by reference to the TIA (15
      U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms,
      and Holders are referred to the Indenture and such Act for a statement of
      such terms. To the extent any provision of this Note conflicts with the
      express provisions of the Indenture, the provisions of the Indenture shall
      govern and be controlling. The Notes are general unsecured obligations of
      the Issuers. Subject to the conditions set forth in the Indenture, the
      Issuers may issue Additional Notes.

            (5) OPTIONAL REDEMPTION.

            (a)   Except as set forth in subparagraph (b) of this Paragraph 5,
      the Issuers shall not have the option to redeem the Notes prior to June
      15, 2009. On or after June 15, 2009, the Issuers may redeem all or part of
      the Notes upon not less than 30 nor more than 60 days' notice, at the
      redemption prices (expressed as percentages of principal amount) set forth
      below plus accrued and unpaid interest and Special Interest, if any,
      thereon to the applicable redemption date, if redeemed during the
      twelve-month period beginning on June 15 of the years indicated below,
      subject to the rights of Holders on the relevant record date to receive
      interest on the relevant interest payment date:

<TABLE>
<CAPTION>
Year                                   Percentage
----                                   ----------
<S>                                    <C>
2009.................................   104.375%
2010.................................   102.917%
2011.................................   101.458%
2012 and thereafter..................   100.000%
</TABLE>

            (b)   Notwithstanding the provisions of subparagraph (a) of this
      Paragraph 5, at any time prior to June 15, 2007, the Issuers may, on any
      one or more occasions, redeem up to 35% of the aggregate principal amount
      of Notes issued under the Indenture at a redemption price of 108.750% of
      the principal amount thereof, plus accrued and unpaid interest and Special
      Interest, if any, to the redemption date with the net cash proceeds of one
      or more Equity Offerings by the Issuers or a contribution to the common
      equity capital of the Company from the net proceeds of one or more Equity
      Offerings by a direct or indirect parent of the Company (in each case,
      other than Excluded Contributions and the net proceeds of a sale of
      Designated Preferred Stock); provided that (i) at least 65% in aggregate
      principal amount of the Notes originally issued under the Indenture
      (excluding Notes held by the Company and its Subsidiaries) remains
      outstanding immediately after

                                      A1-3
<PAGE>

      the occurrence of such redemption; and (ii) the redemption occurs within
      90 days of the date of the closing of such Equity Offering or equity
      contribution.

            (6) MANDATORY REDEMPTION. The Issuers shall not be required to make
      mandatory redemption payments with respect to the Notes.

            (7) REPURCHASE AT THE OPTION OF HOLDER.

            (a)   If there is a Change of Control, each Holder shall have the
      right to require the Issuers to make an offer (a "Change of Control
      Offer") to repurchase all or any part (equal to $1,000 or an integral
      multiple of $1,000) of that Holder's Notes at a purchase price equal to
      101% of the aggregate principal amount thereof plus accrued and unpaid
      interest and Special Interest, if any, on the Notes repurchased, if any,
      to the date of purchase, subject to the rights of the Holders on the
      relevant record date to receive interest due on the relevant Interest
      Payment Date (the "Change of Control Payment"). Within 30 days following
      any Change of Control, the Issuers shall mail a notice to each Holder
      setting forth the procedures governing the Change of Control Offer as
      required by the Indenture.

            (b)   If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 10 Business Days of each date on which
      the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
      shall commence an Asset Sale Offer to all Holders and if the Company
      elects (or is required by the terms of such other pari passu indebtedness)
      all holders of other Indebtedness that is pari passu with the Notes
      pursuant to Section 3.09 of the Indenture to purchase the maximum
      principal amount of Notes and other pari passu Indebtedness that may be
      purchased out of the Excess Proceeds at an offer price in cash in an
      amount equal to 100% of the principal amount thereof plus accrued and
      unpaid interest and Special Interest, if any, to the Purchase Date in
      accordance with the procedures set forth in the Indenture. To the extent
      that the aggregate amount of Notes and other pari passu Indebtedness
      tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
      the Company (or such Restricted Subsidiary) may use the remaining Excess
      Proceeds for any purpose not otherwise prohibited by the Indenture. If the
      aggregate principal amount of Notes and other pari passu Indebtedness
      surrendered by holders thereof exceeds the amount of Excess Proceeds, the
      Trustee shall select the Notes and other pari passu Indebtedness to be
      purchased on a pro rata basis. Holders to whom an Asset Sale Offer is
      addressed shall receive an Asset Sale Offer from the Company prior to the
      related Purchase Date and may elect to have such Notes purchased by
      completing the form entitled "Option of Holder to Elect Purchase" attached
      to the Notes.

            (8) NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction and discharge of the Indenture. Notes in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed. On and after the

                                      A1-4
<PAGE>

      redemption date interest ceases to accrue on Notes or portions thereof
      called for redemption.

            (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $1,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Issuers may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Issuers need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Issuers need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

            (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes,
      including without limitation, consents obtained in connection with a
      purchase of, or tender offer or exchange offer for, Notes, and any
      existing Default or Event of Default or compliance with any provision of
      the Indenture, the Subsidiary Guarantees or the Notes may be waived with
      the consent of the Holders of a majority in aggregate principal amount of
      the then outstanding Notes, including without limitation, consents
      obtained in connection with a purchase of, or tender offer or exchange
      offer for, Notes. Without the consent of any Holder, the Indenture, the
      Subsidiary Guarantees or the Notes may be amended or supplemented (i) to
      cure any ambiguity, defect or inconsistency, (ii) to provide for
      uncertificated Notes in addition to or in place of certificated Notes,
      (iii) to provide for the assumption of the Company's or any Guarantor's
      obligations to Holders of the Notes in case of a merger or consolidation,
      (iv) to make any change that would provide any additional rights or
      benefits to the Holders or that does not adversely affect the legal rights
      under the Indenture of any such Holder, (v) to comply with the
      requirements of the SEC in order to effect or maintain the qualification
      of the Indenture under the TIA, (vi) to conform the text of the Indenture,
      the Subsidiary Guarantees or the Notes to any provision of the
      "Description of Notes" section of the Offering Memorandum to the extent
      that such provision in that "Description of Notes" was intended to be a
      verbatim recitation of a provision of the Indenture, the Subsidiary
      Guarantees or the Notes, (vii) to provide for the issuance of Additional
      Notes in accordance with the limitations set forth in the Indenture as of
      the Issue Date, (viii) to allow any Guarantor to execute a supplemental
      indenture and/or a Subsidiary Guarantee with respect to the Notes, or (ix)
      to issue the Exchange Notes. In addition, (a) any amendment to the
      provisions of Article 10 of the Indenture (including the definitions of
      "Senior Debt" and "Designated Senior Debt") that adversely affects the
      rights of any holder of Senior Debt of the Company then outstanding
      requires the consent of the holders of such Senior Debt (or any group or
      representative thereof authorized to

                                      A1-5
<PAGE>

      give a consent), and (b) any amendment or waiver of the provisions of
      Article 10 of the Indenture that adversely affects the rights of the
      Holders requires the consent of the Holders of at least 66 2/3% in
      aggregate principal amount of Notes then outstanding.

            (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on or Special Interest, if
      any, with respect to, the Notes, whether or not prohibited by the
      subordination provisions of the Indenture; (ii) default in payment when
      due (at maturity, upon redemption or otherwise) of the principal of, or
      premium, if any, on the Notes whether or not prohibited by the
      subordination provisions of the Indenture; (iii) failure by the Company to
      comply with Section 5.01 of the Indenture; (iv) failure by the Company or
      any of its Restricted Subsidiaries for 60 days after notice to the Company
      by the Trustee or the Holders of at least 25% in aggregate principal
      amount of Notes then outstanding voting as a single class to comply with
      any of the other agreements in the Indenture; (v) default under any
      mortgage, indenture or instrument under which there may be issued or by
      which there may be secured or evidenced any Indebtedness for money
      borrowed by the Company or any of its Significant Subsidiaries (or the
      payment of which is guaranteed by the Company or any of its Significant
      Subsidiaries), whether such Indebtedness or Guarantee now exists, or is
      created after the date of the Indenture, if that default: (a) is caused by
      a failure to pay principal at the final Stated Maturity of such
      Indebtedness (a "Payment Default") or (b) results in the acceleration of
      such Indebtedness prior to its express maturity, and, in each case, the
      principal amount of such Indebtedness, together with the principal amount
      of any other such Indebtedness under which there has been a Payment
      Default or the maturity of which has been so accelerated, aggregates $15.0
      million or more; (vi) certain final judgments and decrees for the payment
      of money that remain undischarged for a period of 60 days after such
      judgment has become final and nonappealable; (vii) except as permitted by
      the Indenture, any Subsidiary Guarantee of any Significant Subsidiary is
      declared to be unenforceable or invalid by any final and nonappealable
      judgment or decree or ceases for any reason to be in full force and
      effect, or any Guarantor, that is a Significant Subsidiary or any Person
      acting on behalf of any Guarantor that is a Significant Subsidiary denies
      or disaffirms its obligations in writing under its Subsidiary Guarantee
      and such Default continues for 10 days after receipt of the notice
      specified in the Indenture and (viii) certain events of bankruptcy or
      insolvency with respect to the Issuers or any of the Company's Restricted
      Subsidiaries that is a Significant Subsidiary. If any Event of Default
      occurs and is continuing, the Trustee or the Holders of at least 25% in
      aggregate principal amount of the then outstanding Notes may declare all
      the Notes to be due and payable; provided that so long as any Indebtedness
      permitted to be incurred pursuant to the Credit Facilities is outstanding,
      such acceleration will not be effective until the earlier of (1) the
      acceleration of such Indebtedness under the Credit Facilities or (2) five
      Business Days after receipt by the Company of written notice of such
      acceleration. Notwithstanding the foregoing, in the case of an Event of
      Default arising from certain events of bankruptcy or insolvency, all
      outstanding Notes shall become due and payable without further action or
      notice. Holders may not enforce the Indenture or the Notes except as
      provided in the Indenture. Subject to certain limitations, Holders of a
      majority in principal amount of the then outstanding Notes may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold
      from Holders notice of any continuing Default or Event of Default

                                      A1-6
<PAGE>

      (except a Default or Event of Default relating to the payment of principal
      or interest) if it determines that withholding notice is in their
      interest. The Holders of a majority in aggregate principal amount of the
      Notes then outstanding by notice to the Trustee may on behalf of the
      Holders of all of the Notes waive any existing Default or Event of Default
      and its consequences under the Indenture except a continuing Default or
      Event of Default in the payment of the principal of, premium and Special
      Interest, if any, or interest on, the Notes (including in connection with
      an offer to purchase). The Company is required to deliver to the Trustee
      annually a statement regarding compliance with the Indenture, and the
      Company is required upon becoming aware of any Default or Event of
      Default, to deliver to the Trustee a statement specifying such Default or
      Event of Default.

            (13) SUBORDINATION. All Obligations in respect of the Notes are
      subordinated to the prior payment in full in cash of all Senior Debt of
      the Issuers (whether outstanding on the Issue Date or created, incurred,
      assumed or guaranteed thereafter) on the terms provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
      or any other capacity, may make loans to, accept deposits from, and
      perform services for the Company or its Affiliates, and may otherwise deal
      with the Company or its Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
      incorporator, stockholder or member of the Issuers or any of the
      Guarantors, as such, shall not have any liability for any obligations of
      the Issuers or such Guarantor under the Notes, the Subsidiary Guarantees
      or the Indenture or for any claim based on, in respect of, or by reason
      of, such obligations or their creation. Each Holder by accepting a Note
      waives and releases all such liability. The waiver and release are part of
      the consideration for the issuance of the Notes.

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

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

            (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      under the Indenture, Holders of Restricted Global Notes and Restricted
      Definitive Notes shall have all the rights set forth in the Registration
      Rights Agreement dated as of June 22, 2004, among the Company ,the
      Guarantors and the other parties named on the signature pages thereof (the
      "Registration Rights Agreement").

            (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Company has
      caused CUSIP numbers to be printed on the Notes and the Trustee may use
      CUSIP numbers in

                                      A1-7
<PAGE>

      notices of redemption as a convenience to Holders. No representation is
      made as to the accuracy of such numbers either as printed on the Notes or
      as contained in any notice of redemption and reliance may be placed only
      on the other identification numbers placed thereon.

      The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

          IASIS Healthcare LLC
          IASIS Capital Corporation
          117 Seaboard Lane, Building E
          Franklin, Tennessee 37067
          Telecopier No.: (615) 846-3006
          Attention: General Counsel

                              A1-8
<PAGE>

                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

            (I) or (we) assign and transfer this Note to:______________________
                                                (Insert assignee's legal name)

            ___________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

            ___________________________________________________________________

            ___________________________________________________________________

            ___________________________________________________________________

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

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

Date: _______________

                                         Your Signature:_______________________
                                          (Sign exactly as your name appears
                                                    on the face of this Note)

Signature Guarantee*: _________________________

*     Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A1-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                      [ ]Section 4.10        [ ]Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                               $_________________

Date:  _______________

                                     Your Signature:___________________________
                                            (Sign exactly as your name appears
                                                      on the face of this Note)

                                     Tax Identification No.:___________________

Signature Guarantee*:  _________________________

*     Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                     A1-10
<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

      The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges in part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:

<TABLE>
<CAPTION>
                     Amount of              Amount of               Principal
                    decrease in            increase in               Amount
                     Principal              Principal            of this Global          Signature of
                      Amount                  Amount             Note following           authorized
Date of                 of                      of                such decrease       officer of Trustee
Exchange         this Global Note        this Global Note         (or increase)          or Custodian
--------         ----------------        ----------------         -------------          ------------
<S>              <C>                     <C>                     <C>                  <C>
</TABLE>

* This schedule should be included only if the Note is issued in global form

                                     A1-11
<PAGE>

                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]

                                                           CUSIP/CINS __________

                    8-3/4% Senior Subordinated Notes due 2014

No. ___                                                                $_______

                              IASIS HEALTHCARE LLC

                            IASIS CAPITAL CORPORATION

promises to pay to CEDE & CO. or registered assigns,

the principal sum of ________________________________________________ DOLLARS on
June 15, 2014.

Interest Payment Dates: June 15 and December 15

Record Dates: June 1 and December 1

Dated: _______________, 200_

                                        IASIS Healthcare LLC

                                        By:____________________________________
                                           Name:
                                           Title:

                                        IASIS Capital Corporation

                                        By:____________________________________
                                           Name:
                                           Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
 as Trustee

By:__________________________
     Authorized Signatory

                                      A-2
<PAGE>

                  [Back of Regulation S Temporary Global Note]
                    8-3/4% Senior Subordinated Notes due 2014

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

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
ISSUERS.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT

                                      A2-2
<PAGE>

SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO
YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON
WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS NOTE AND THE
GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A)(1) TO
IASIS HEALTHCARE LLC OR ANY SUBSIDIARY THEREOF, (2) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (3) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE 144A 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 IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S") IN AN OFFSHORE TRANSACTION COMPLYING WITH
REGULATION S OR (5) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE
(A)(4) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE
MEANING OF REGULATION S OR PURSUANT TO CLAUSE (A)(5) PRIOR TO THE RESALE
RESTRICTION TERMINATION DATE, TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN
EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES
OF THE UNITED STATES AND OTHER APPLICABLE JURISDICTIONS. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

      Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. IASIS Healthcare LLC, a Delaware limited liability
      company (the "Company"), and IASIS Capital Corporation, a Delaware
      corporation ("IASIS Capital" and together with the Company, the
      "Issuers"), promise to pay interest on the principal amount of this Note
      at 8 3/4% per annum from ____________, 20__ until maturity and shall pay
      the Special Interest, if any, payable pursuant to the Registration Rights
      Agreement referred to below. The Issuers shall pay interest and Special
      Interest, if any, semi-annually in arrears on June 15 and December 15 of
      each year, or if any such day is not a Business Day, on the next
      succeeding Business Day (each, an "Interest Payment

                                      A2-3
<PAGE>

      Date"). Interest on the Notes shall accrue from the most recent date to
      which interest has been paid or, if no interest has been paid, from the
      date of issuance; provided that if there is no existing Default in the
      payment of interest, and if this Note is authenticated between a record
      date referred to on the face hereof and the next succeeding Interest
      Payment Date, interest shall accrue from such next succeeding Interest
      Payment Date; provided further that the first Interest Payment Date shall
      be ____________, 20__. The Issuers shall pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on
      overdue principal and premium, if any, from time to time on demand at a
      rate that is 1% per annum in excess of the rate then in effect; it shall
      pay interest (including post-petition interest in any proceeding under any
      Bankruptcy Law) on overdue installments of interest and Special Interest,
      if any, (without regard to any applicable grace periods) from time to time
      on demand at the same rate to the extent lawful. Interest shall be
      computed on the basis of a 360-day year of twelve 30-day months.

            (2) METHOD OF PAYMENT. The Issuers shall pay interest on the Notes
      (except defaulted interest) and Special Interest, if any, to the Persons
      who are registered Holders at the close of business on the June 1 or
      December 1 next preceding the Interest Payment Date, even if such Notes
      are canceled after such record date and on or before such Interest Payment
      Date, except as provided in Section 2.12 of the Indenture with respect to
      defaulted interest. The Notes shall be payable as to principal, interest
      and premium and Special Interest, if any, at the office or agency of the
      Paying Agent within the City and State of New York, or, at the option of
      the Issuers, payment of interest and Special Interest, if any, may be made
      by check mailed to the Holders at their addresses set forth in the
      register of Holders; provided that payment by wire transfer of immediately
      available funds shall be required with respect to principal of and
      interest, premium and Special Interest, if any, on, all Global Notes and
      all other Notes the Holders of which shall have provided wire transfer
      instructions to the Issuers or the Paying Agent. Such payment shall be in
      such coin or currency of the United States of America as at the time of
      payment is legal tender for payment of public and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York
      Trust Company, N.A., the Trustee under the Indenture, shall act as Paying
      Agent and Registrar. The Issuers may change any Paying Agent or Registrar
      without notice to any Holder. The Company or any of its Subsidiaries may
      act in any such capacity.

            (4) INDENTURE. The Issuers issued the Notes under an Indenture dated
      as of June 22, 2004 (the "Indenture"), among the Issuers, the Guarantors
      and the Trustee. The terms of the Notes include those stated in the
      Indenture and those made part of the Indenture by reference to the TIA (15
      U.S. Code Sections 77aaa-77bbbb). The Notes are subject to all such terms,
      and Holders are referred to the Indenture and such Act for a statement of
      such terms. To the extent any provision of this Note conflicts with the
      express provisions of the Indenture, the provisions of the Indenture shall
      govern and be controlling. The Notes are general unsecured obligations of
      the Issuers. Subject to the conditions set forth in the Indenture, the
      Issuers may issue Additional Notes.

            (5) OPTIONAL REDEMPTION.

                                      A2-4
<PAGE>

            (a)   Except as set forth in subparagraph (b) of this Paragraph 5,
      the Issuers shall not have the option to redeem the Notes prior to June
      15, 2009. On or after June 15, 2009, the Issuers may redeem all or part of
      the Notes upon not less than 30 nor more than 60 days' notice, at the
      redemption prices (expressed as percentages of principal amount) set forth
      below plus accrued and unpaid interest and Special Interest, if any,
      thereon to the applicable redemption date, if redeemed during the
      twelve-month period beginning on June 15 of the years indicated below,
      subject to the rights of Holders on the relevant record date to receive
      interest on the relevant interest payment date:

<TABLE>
<CAPTION>
Year                                Percentage
----                                ----------
<S>                                 <C>
2009.............................     104.375%
2010.............................     102.917%
2011.............................     101.458%
2012 and thereafter..............     100.000%
</TABLE>

            (b)   Notwithstanding the provisions of subparagraph (a) of this
      Paragraph 5, at any time prior to June 15, 2007, the Issuers may, on any
      one or more occasions, redeem up to 35% of the aggregate principal amount
      of Notes issued under the Indenture at a redemption price of 108.750% of
      the principal amount thereof, plus accrued and unpaid interest and Special
      Interest, if any, to the redemption date with the net cash proceeds of one
      or more Equity Offerings by the Issuers or a contribution to the common
      equity capital of the Company from the net proceeds of one or more Equity
      Offerings by a direct or indirect parent of the Company (in each case,
      other than Excluded Contributions and the net proceeds of a sale of
      Designated Preferred Stock); provided that (i) at least 65% in aggregate
      principal amount of the Notes originally issued under the Indenture
      (excluding Notes held by the Company and its Subsidiaries) remains
      outstanding immediately after the occurrence of such redemption; and (ii)
      the redemption occurs within 90 days of the date of the closing of such
      Equity Offering or equity contribution.

            (6) MANDATORY REDEMPTION. The Issuers shall not be required to make
      mandatory redemption payments with respect to the Notes.

            (7) REPURCHASE AT THE OPTION OF HOLDER.

            (a)   If there is a Change of Control, each Holder shall have the
      right to require the Issuers to make an offer (a "Change of Control
      Offer") to repurchase all or any part (equal to $1,000 or an integral
      multiple of $1,000) of that Holder's Notes at a purchase price equal to
      101% of the aggregate principal amount thereof plus accrued and unpaid
      interest and Special Interest, if any, on the Notes repurchased, if any,
      to the date of purchase, subject to the rights of the Holders on the
      relevant record date to receive interest due on the relevant Interest
      Payment Date (the "Change of Control Payment"). Within 30 days following
      any Change of Control, the Issuers shall mail a notice to each Holder
      setting forth the procedures governing the Change of Control Offer as
      required by the Indenture.

                                      A2-5
<PAGE>

            (b)   If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within 10 Business Days of each date on which
      the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
      shall commence an Asset Sale Offer to all Holders and if the Company
      elects (or is required by the terms of such other pari passu indebtedness)
      all holders of other Indebtedness that is pari passu with the Notes
      pursuant to Section 3.09 of the Indenture to purchase the maximum
      principal amount of Notes and other pari passu Indebtedness that may be
      purchased out of the Excess Proceeds at an offer price in cash in an
      amount equal to 100% of the principal amount thereof plus accrued and
      unpaid interest and Special Interest, if any, to the Purchase Date in
      accordance with the procedures set forth in the Indenture. To the extent
      that the aggregate amount of Notes and other pari passu Indebtedness
      tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
      the Company (or such Restricted Subsidiary) may use the remaining Excess
      Proceeds for any purpose not otherwise prohibited by the Indenture. If the
      aggregate principal amount of Notes and other pari passu Indebtedness
      surrendered by holders thereof exceeds the amount of Excess Proceeds, the
      Trustee shall select the Notes and other pari passu Indebtedness to be
      purchased on a pro rata basis. Holders to whom an Asset Sale Offer is
      addressed shall receive an Asset Sale Offer from the Company prior to the
      related Purchase Date and may elect to have such Notes purchased by
      completing the form entitled "Option of Holder to Elect Purchase" attached
      to the Notes.

            (8) NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction and discharge of the Indenture. Notes in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed. On and after the redemption date interest ceases to accrue on
      Notes or portions thereof called for redemption.

            (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $1,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Issuers may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Issuers need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Issuers need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

            (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

                                      A2-6
<PAGE>

            (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes,
      including without limitation, consents obtained in connection with a
      purchase of, or tender offer or exchange offer for, Notes, and any
      existing Default or Event of Default or compliance with any provision of
      the Indenture, the Subsidiary Guarantees or the Notes may be waived with
      the consent of the Holders of a majority in aggregate principal amount of
      the then outstanding Notes, including without limitation, consents
      obtained in connection with a purchase of, or tender offer or exchange
      offer for, Notes. Without the consent of any Holder, the Indenture, the
      Subsidiary Guarantees or the Notes may be amended or supplemented (i) to
      cure any ambiguity, defect or inconsistency, (ii) to provide for
      uncertificated Notes in addition to or in place of certificated Notes,
      (iii) to provide for the assumption of the Company's or any Guarantor's
      obligations to Holders of the Notes in case of a merger or consolidation,
      (iv) to make any change that would provide any additional rights or
      benefits to the Holders or that does not adversely affect the legal rights
      under the Indenture of any such Holder, (v) to comply with the
      requirements of the SEC in order to effect or maintain the qualification
      of the Indenture under the TIA, (vi) to conform the text of the Indenture,
      the Subsidiary Guarantees or the Notes to any provision of the
      "Description of Notes" section of the Offering Memorandum to the extent
      that such provision in that "Description of Notes" was intended to be a
      verbatim recitation of a provision of the Indenture, the Subsidiary
      Guarantees or the Notes, (vii) to provide for the issuance of Additional
      Notes in accordance with the limitations set forth in the Indenture as of
      the Issue Date, (viii) to allow any Guarantor to execute a supplemental
      indenture and/or a Subsidiary Guarantee with respect to the Notes, or (ix)
      to issue the Exchange Notes. In addition, (a) any amendment to the
      provisions of Article 10 of the Indenture (including the definitions of
      "Senior Debt" and "Designated Senior Debt") that adversely affects the
      rights of any holder of Senior Debt of the Company then outstanding
      requires the consent of the holders of such Senior Debt (or any group or
      representative thereof authorized to give a consent), and (b) any
      amendment or waiver of the provisions of Article 10 of the Indenture that
      adversely affects the rights of the Holders requires the consent of the
      Holders of at least 66 2/3% in aggregate principal amount of Notes then
      outstanding.

            (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on or Special Interest, if
      any, with respect to, the Notes, whether or not prohibited by the
      subordination provisions of the Indenture; (ii) default in payment when
      due (at maturity, upon redemption or otherwise) of the principal of, or
      premium, if any, on the Notes whether or not prohibited by the
      subordination provisions of the Indenture; (iii) failure by the Company to
      comply with Section 5.01 of the Indenture; (iv) failure by the Company or
      any of its Restricted Subsidiaries for 60 days after notice to the Company
      by the Trustee or the Holders of at least 25% in aggregate principal
      amount of Notes then outstanding voting as a single class to comply with
      any of the other agreements in the Indenture; (v) default under any
      mortgage, indenture or instrument under which there may be issued or by
      which there may be secured or evidenced any Indebtedness for money
      borrowed by the Company or any of its Significant Subsidiaries (or the
      payment of which is guaranteed by the Company or any of its Significant
      Subsidiaries), whether such Indebtedness or Guarantee

                                      A2-7
<PAGE>

      now exists, or is created after the date of the Indenture, if that
      default: (a) is caused by a failure to pay principal at the final Stated
      Maturity of such Indebtedness (a "Payment Default") or (b) results in the
      acceleration of such Indebtedness prior to its express maturity, and, in
      each case, the principal amount of such Indebtedness, together with the
      principal amount of any other such Indebtedness under which there has been
      a Payment Default or the maturity of which has been so accelerated,
      aggregates $15.0 million or more; (vi) certain final judgments and decrees
      for the payment of money that remain undischarged for a period of 60 days
      after such judgment has become final and nonappealable; (vii) except as
      permitted by the Indenture, any Subsidiary Guarantee of any Significant
      Subsidiary is declared to be unenforceable or invalid by any final and
      nonappealable judgment or decree or ceases for any reason to be in full
      force and effect, or any Guarantor, that is a Significant Subsidiary or
      any Person acting on behalf of any Guarantor that is a Significant
      Subsidiary denies or disaffirms its obligations in writing under its
      Subsidiary Guarantee and such Default continues for 10 days after receipt
      of the notice specified in the Indenture and (viii) certain events of
      bankruptcy or insolvency with respect to the Issuers or any of the
      Company's Restricted Subsidiaries that is a Significant Subsidiary. If any
      Event of Default occurs and is continuing, the Trustee or the Holders of
      at least 25% in aggregate principal amount of the then outstanding Notes
      may declare all the Notes to be due and payable; provided that so long as
      any Indebtedness permitted to be incurred pursuant to the Credit
      Facilities is outstanding, such acceleration will not be effective until
      the earlier of (1) the acceleration of such Indebtedness under the Credit
      Facilities or (2) five Business Days after receipt by the Company of
      written notice of such acceleration. Notwithstanding the foregoing, in the
      case of an Event of Default arising from certain events of bankruptcy or
      insolvency, all outstanding Notes shall become due and payable without
      further action or notice. Holders may not enforce the Indenture or the
      Notes except as provided in the Indenture. Subject to certain limitations,
      Holders of a majority in principal amount of the then outstanding Notes
      may direct the Trustee in its exercise of any trust or power. The Trustee
      may withhold from Holders notice of any continuing Default or Event of
      Default (except a Default or Event of Default relating to the payment of
      principal or interest) if it determines that withholding notice is in
      their interest. The Holders of a majority in aggregate principal amount of
      the Notes then outstanding by notice to the Trustee may on behalf of the
      Holders of all of the Notes waive any existing Default or Event of Default
      and its consequences under the Indenture except a continuing Default or
      Event of Default in the payment of the principal of, premium and Special
      Interest, if any, or interest on, the Notes (including in connection with
      an offer to purchase). The Company is required to deliver to the Trustee
      annually a statement regarding compliance with the Indenture, and the
      Company is required upon becoming aware of any Default or Event of
      Default, to deliver to the Trustee a statement specifying such Default or
      Event of Default.

            (13) SUBORDINATION. All Obligations in respect of the Notes are
      subordinated to the prior payment in full in cash of all Senior Debt of
      the Issuers (whether outstanding on the Issue Date or created, incurred,
      assumed or guaranteed thereafter) on the terms provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual
      or any other capacity, may make loans to, accept deposits from, and
      perform services for the

                                      A2-8
<PAGE>

      Company or its Affiliates, and may otherwise deal with the Company or its
      Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
      incorporator, stockholder or member of the Issuers or any of the
      Guarantors, as such, shall not have any liability for any obligations of
      the Issuers or such Guarantor under the Notes, the Subsidiary Guarantees
      or the Indenture or for any claim based on, in respect of, or by reason
      of, such obligations or their creation. Each Holder by accepting a Note
      waives and releases all such liability. The waiver and release are part of
      the consideration for the issuance of the Notes.

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

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

            (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      under the Indenture, Holders of Restricted Global Notes and Restricted
      Definitive Notes shall have all the rights set forth in the Registration
      Rights Agreement dated as of June 22, 2004, among the Company ,the
      Guarantors and the other parties named on the signature pages thereof (the
      "Registration Rights Agreement").

            (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Company has
      caused CUSIP numbers to be printed on the Notes and the Trustee may use
      CUSIP numbers in notices of redemption as a convenience to Holders. No
      representation is made as to the accuracy of such numbers either as
      printed on the Notes or as contained in any notice of redemption and
      reliance may be placed only on the other identification numbers placed
      thereon.

      The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

           IASIS Healthcare LLC
           IASIS Capital Corporation
           117 Seaboard Lane, Building E
           Franklin, Tennessee 37067
           Telecopier No.:  (615) 846-3006
           Attention:  General Counsel

                                      A2-9
<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

   (I) or (we) assign and transfer this Note to:____________________________
                                                 (Insert assignee's legal name)

   _________________________________________________________________________
               (Insert assignee's soc. sec. or tax I.D. no.)

   _________________________________________________________________________

   _________________________________________________________________________

   _________________________________________________________________________

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

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

Date: _______________

                                         Your Signature:_______________________
                                           (Sign exactly as your name appears
                                                     on the face of this Note)

Signature Guarantee*: _________________________

*     Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                     A2-10
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                    [ ]Section 4.10       [ ]Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                $_______________

Date:  _______________

                                     Your Signature:___________________________
                                        (Sign exactly as your name appears on
                                                        the face of this Note)

                                     Tax Identification No.:___________________

Signature Guarantee*:________________________

*     Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                     A2-11
<PAGE>

           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

      The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges in part of another
other Restricted Global Note for an interest in this Regulation S Temporary
Global Note, have been made:

<TABLE>
<CAPTION>
                     Amount of              Amount of               Principal
                    decrease in            increase in               Amount
                     Principal              Principal            of this Global          Signature of
                      Amount                  Amount             Note following           authorized
Date of                 of                      of                such decrease       officer of Trustee
Exchange         this Global Note        this Global Note         (or increase)          or Custodian
--------         ----------------        ----------------         -------------          ------------
<S>              <C>                     <C>                     <C>                  <C>
</TABLE>

                                     A2-12
<PAGE>

                                                                       EXHIBIT B
                         FORM OF CERTIFICATE OF TRANSFER

IASIS Healthcare LLC
IASIS Capital Corporation
117 Seaboard Lane, Building E
Franklin, Tennessee 37067

The Bank of New York Trust Company, N.A.
100 Ashford Center North, Suite 520
Atlanta, Georgia 30338

      Re: 8-3/4% Senior Subordinated Notes due 2014

      Reference is hereby made to the Indenture, dated as of June 22, 2004 (the
"Indenture"), among IASIS Healthcare LLC, (the "Company"), IASIS Capital
Corporation ("IASIS Capital" and together with the Company, the "Issuers"), the
Guarantors party thereto and The Bank of New York Trust Company, N.A., as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

      ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

      1. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

      2. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not

                                      B-1
<PAGE>

being made to a Person in the United States and (x) at the time the buy order
was originated, the Transferee was outside the United States or such Transferor
and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (ii) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.

      3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

            (a)   [ ] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or

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

                                       or

            (c)   [ ] such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act.

      4. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

      (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the

                                      B-2
<PAGE>

Indenture, the transferred beneficial interest or Definitive Note shall no
longer be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

      (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

      (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

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

                                       ____________________________________
                                            [Insert Name of Transferor]

                                       By:_________________________________
                                        Name:
                                        Title:

      Dated: _______________________

                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

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

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

                  (a) [ ] a beneficial interest in the:

                      (i)   [ ] 144A Global Note (CUSIP _________), or

                      (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                  (b) [ ] a Restricted Definitive Note.

            2. After the Transfer the Transferee shall hold:

                                   [CHECK ONE]

                  (a) [ ] a beneficial interest in the:

                      (i)   [ ] 144A Global Note (CUSIP _________), or

                      (ii)  [ ] Regulation S Global Note (CUSIP _________), or

                      (iii) [ ] Unrestricted Global Note (CUSIP _________); or

                  (b) [ ] a Restricted Definitive Note; or

                  (c) [ ] an Unrestricted Definitive Note,

                  in accordance with the terms of the Indenture.

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

IASIS Healthcare LLC
IASIS Capital Corporation
117 Seaboard Lane, Building E
Franklin, Tennessee 37067

The Bank of New York Trust Company, N.A.
100 Ashford Center North, Suite 520
Atlanta, Georgia 30338

      Re: 8-3/4% Senior Subordinated Notes due 2014

                              (CUSIP ____________)

      Reference is hereby made to the Indenture, dated as of June 22, 2004 (the
"Indenture"), among IASIS Healthcare LLC (the "Company"), IASIS Capital
Corporation ("IASIS Capital" and together with the Company, the "Issuers"), the
Guarantors party thereto and The Bank of New York Trust Company, N.A., as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

      __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

      1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer,

                                      C-1
<PAGE>

(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

      (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued shall continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

      (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
"144A Global Note,"Regulation S Global Note with an equal principal amount, the
Owner hereby certifies (i) the beneficial interest is being acquired for the
Owner's own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global

                                      C-2
<PAGE>

Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Exchange in accordance with the
terms of the Indenture, the beneficial interest issued shall be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the relevant Restricted Global Note and in the Indenture and the Securities Act.

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

                                       ________________________________________
                                           [Insert Name of Transferor]

                                       By:_____________________________________
                                        Name:
                                        Title:

               Dated: _______________

                                      C-3
<PAGE>

                                                                       EXHIBIT D

                   [FORM OF NOTATION OF SUBSIDIARY GUARANTEE]

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of June 22, 2004 (the "Indenture") among
IASIS Healthcare LLC, (the "Company"), IASIS Capital Corporation ("IASIS
Capital," and together with the Company, the "Issuers"), the Guarantors party
thereto and The Bank of New York Trust Company, N.A., as trustee (the
"Trustee"), (a) the due and punctual payment of the principal of, premium and
Special Interest, if any, and interest on, the Notes, whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal of and interest on the Notes, if any, if lawful, and the
due and punctual performance of all other Obligations of the Issuers to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other Obligations, that the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders and to the Trustee pursuant to the Subsidiary Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Subsidiary
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee, on behalf
of such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose.

      Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.

                                     [NAME OF GUARANTOR(S)]

                                     By:_______________________________________
                                     Name:
                                     Title:

                                      D-1
<PAGE>

                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of IASIS Healthcare LLC (or its permitted successor),
(the "Company"), the Company, IASIS Capital Corporation (or its permitted
successor), ("IASIS Capital," and together with the Company, the "Issuers"), the
other Guarantors (as defined in the Indenture referred to herein) and The Bank
of New York Trust Company, N.A., as trustee under the Indenture referred to
below (the "Trustee").

                                   WITNESSETH

      WHEREAS, the Issuers have heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of June 22, 2004 providing for the
issuance of 8-3/4% Senior Subordinated Notes due 2014 (the "Notes");

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

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

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

      2.    AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Subsidiary Guarantee and in this Indenture including but not
limited to Article 11 thereof.

      3.    NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Issuers
or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities

                                      E-1
<PAGE>

under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

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

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

      6.    EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

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

                                      E-2
<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:  _______________, 20___

                                        [GUARANTEEING SUBSIDIARY]

                                        By:  _______________________________
                                        Name:
                                        Title:

                                        IASIS Healthcare LLC

                                        By:  _______________________________
                                        Name:
                                        Title:

                                        IASIS Capital Corporation

                                        By:  _______________________________
                                        Name:
                                        Title:

                                         [EXISTING GUARANTORS]

                                        By:  _______________________________
                                        Name:
                                        Title:

                                        The Bank of New York Trust Company, N.A.
                                          as Trustee

                                        By:  _______________________________
                                              Authorized Signature

                                      E-3