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TENET HEALTHCARE CORPORATION  




 $500,000,000

85/8% SENIOR NOTES due 2003  




 INDENTURE

Dated as of October 16, 1995  






 THE BANK OF NEW YORK  




 as Trustee  









  
 

    TABLE OF CONTENTS    
  



	 
	 	Page

	ARTICLE 1

DEFINITIONS AND INCORPORATION

BY REFERENCE
	

Section 1.01. Definitions	
 	

1
	Section 1.02. Other Definitions	 	11
	Section 1.03. Incorporation by Reference of TIA	 	11
	Section 1.04. Rules of Construction	 	11
	

ARTICLE 2

THE SECURITIES; OFFER TO PURCHASE PROCEDURES
	

Section 2.01. Form and Dating	
 	

12
	Section 2.02. Execution and Authentication	 	12
	Section 2.03. Registrar and Paying Agent	 	12
	Section 2.04. Paying Agent to Hold Money in Trust	 	13
	Section 2.05. Holder Lists	 	13
	Section 2.06. Transfer and Exchange	 	13
	Section 2.07. Replacement Securities	 	14
	Section 2.08. Outstanding Securities	 	14
	Section 2.09. Treasury Securities	 	14
	Section 2.10. Temporary Securities	 	14
	Section 2.11. Cancellation	 	15
	Section 2.12. Defaulted Interest	 	15
	Section 2.13. Record Date	 	15
	Section 2.14. CUSIP Number	 	15
	Section 2.15. Offer to Purchase By Application of Excess Proceeds	 	15
	

ARTICLE 3

COVENANTS
	

Section 3.01. Payment of Securities	
 	

17
	Section 3.02. Maintenance of Office or Agency	 	17
	Section 3.03. Commission Reports	 	18
	Section 3.04. Compliance Certificate	 	18
	Section 3.05. Taxes	 	19
	Section 3.06. Stay, Extension and Usury Laws	 	19
	Section 3.07. Limitations on Restricted Payments	 	20
	Section 3.08. Limitations on Dividend and Other Payment Restrictions Affecting Subsidiaries	 	21
	Section 3.09. Limitations on Incurrence of Indebtedness and Issuance of Preferred Stock	 	22
	Section 3.10. Asset Sales	 	23
	Section 3.11. Limitations on Transactions with Affiliates	 	24
	Section 3.12. Limitations on Liens	 	25
	Section 3.13. Change of Control	 	25
	Section 3.14. Corporate Existence	 	26
	Section 3.15. Line of Business	 	27
	Section 3.16. Limitations on Issuances of Guarantees of Indebtedness by Subsidiaries	 	27
	Section 3.17. No Amendment To Subordination Provisions Of Senior Subordinated Notes Indenture	 	27
	

ARTICLE 4

SUCCESSORS
	

Section 4.01. Limitations On Mergers, Consolidations or Sales of Assets	
 	

27






 

	Section 4.02. Successor Corporation Substituted	 	28
	

ARTICLE 5

DEFAULTS AND REMEDIES
	

Section 5.01. Events of Default	
 	

28
	Section 5.02. Acceleration	 	29
	Section 5.03. Other Remedies	 	30
	Section 5.04. Waiver of Past Defaults	 	30
	Section 5.05. Control by Majority	 	31
	Section 5.06. Limitation on Suits	 	31
	Section 5.07. Rights of Holders to Receive Payment	 	31
	Section 5.08. Collection Suit by Trustee	 	31
	Section 5.09. Trustee May File Proofs of Claim	 	32
	Section 5.10. Priorities	 	32
	Section 5.11. Undertaking for Costs	 	32
	

ARTICLE 6

TRUSTEE
	

Section 6.01. Duties of Trustee	
 	

33
	Section 6.02. Rights of Trustee	 	33
	Section 6.03. Individual Rights of Trustee	 	34
	Section 6.04. Trustee's Disclaimer	 	34
	Section 6.05. Notice of Defaults	 	34
	Section 6.06. Reports by Trustee to Holders	 	34
	Section 6.07. Compensation and Indemnity	 	35
	Section 6.08. Replacement of Trustee	 	35
	Section 6.09. Successor Trustee or Agent by Merger, etc	 	36
	Section 6.10. Eligibility; Disqualification	 	36
	Section 6.11. Preferential Collection of Claims Against Company	 	36
	

ARTICLE 7

DISCHARGE OF INDENTURE
	

Section 7.01. Defeasance and Discharge of this Indenture and the Securities	
 	

36
	Section 7.02. Legal Defeasance and Discharge	 	37
	Section 7.03. Covenant Defeasance	 	37
	Section 7.04. Conditions to Legal or Covenant Defeasance	 	37
	Section 7.05. Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	39
	Section 7.06. Repayment to Company	 	39
	Section 7.07. Reinstatement	 	39
	

ARTICLE 8

AMENDMENT, SUPPLEMENT AND WAIVER
	

Section 8.01. Without Consent of Holders	
 	

40
	Section 8.02. With Consent of Holders	 	40
	Section 8.03. Compliance with TIA	 	41
	Section 8.04. Revocation and Effect of Consents	 	41
	Section 8.05. Notation on or Exchange of Securities	 	41
	Section 8.06. Trustee to Sign Amendments, etc	 	41



ii





 

	

ARTICLE 9

MISCELLANEOUS
	

Section 9.01. TIA Controls	
 	

42
	Section 9.02. Notices	 	42
	Section 9.03. Communication by Holders with Other Holders	 	43
	Section 9.04. Certificate and Opinion as to Conditions Precedent	 	43
	Section 9.05. Statements Required in Certificate or Opinion	 	43
	Section 9.06. Rules by Trustee and Agents	 	43
	Section 9.07. Legal Holidays	 	43
	Section 9.08. No Personal Liability of Directors, Officers, Employees and Shareholders	 	44
	Section 9.09. Duplicate Originals	 	44
	Section 9.10. Governing Law	 	44
	Section 9.11. No Adverse Interpretation of Other Agreements	 	44
	Section 9.12. Successors	 	44
	Section 9.13. Severability	 	44
	Section 9.14. Counterpart Originals	 	44
	Section 9.15. Table of Contents, Headings, etc	 	44
	

EXHIBITS
	

Exhibit A FORM OF SECURITY	
 	

A-1
	Exhibit B FORM OF SUPPLEMENTAL INDENTURE	 	B-1




iii





 
 
 

CROSS-REFERENCE TABLE*    
  



	Trust Indenture Act Section
 
	 	Indenture Section

	310 (a)(1)	 	6.10
	 	(a)(2)	 	6.10
	 	(a)(3)	 	N.A.
	 	(a)(4)	 	N.A.
	 	(a)(5)	 	6.10
	 	(b)	 	6.08; 6.10
	 	(c)	 	N.A.
	311 (a)	 	6.11
	 	(b)	 	6.11
	 	(c)	 	N.A.
	312 (a)	 	2.05
	 	(b)	 	9.03
	 	(c)	 	9.03
	313 (a)	 	6.06
	 	(b)(1)	 	N.A.
	 	(b)(2)	 	6.06
	 	(c)	 	6.06; 9.02
	 	(d)	 	6.06
	314 (a)	 	3.03; 9.02
	 	(b)	 	N.A.
	 	(c)(1)	 	9.04
	 	(c)(2)	 	9.04
	 	(c)(3)	 	N.A.
	 	(d)	 	N.A.
	 	(e)	 	9.05
	 	(f)	 	N.A.
	315 (a)	 	6.01(iii)(b)
	 	(b)	 	6.05; 9.02
	 	(c)	 	6.01(i)
	 	(d)	 	6.01(iii)
	 	(e)	 	5.11
	316 (a)(last sentence)	 	2.09
	 	(a)(1)(A)	 	5.05
	 	(a)(1)(B)	 	5.04
	 	(a)(2)	 	N.A.
	 	(b)	 	5.07
	 	(c)	 	2.13; 8.04
	317 (a)(1)	 	5.08
	 	(a)(2)	 	5.09
	 	(b)	 	2.04
	318 (a)	 	9.01
	 	(b)	 	N.A.
	 	(c)	 	9.01






N.A.
means not applicable. 




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


iv







  




INDENTURE
dated as of October 16, 1995 between Tenet Healthcare Corporation, a Nevada corporation (the "Company"), and The Bank of New York, as
trustee (the "Trustee"). 


    The
Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the 85/8% Senior Notes due 2003 (the
"Securities"): 


 
 

ARTICLE 1
  DEFINITIONS AND INCORPORATION
  BY REFERENCE    
  



SECTION 1.01.  DEFINITIONS.  


    "Acquired Debt" means, with respect to any specified Person, (i) Indebtedness of any other Person
existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person. 


    "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" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the voting securities of a
Person shall be deemed to be control. 


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


    "Asset Sale" means (i) the sale, lease, conveyance or other disposition of any assets (including, without limitation, by way of
a sale and leaseback) other than in the ordinary course of business consistent with past practices (provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole shall be governed by Section 3.13 and/or Article 4 hereof and not by
Section 3.10 hereof), and (ii) the issuance or sale by the Company or any of its Subsidiaries of Equity Interests of any of the Company's Subsidiaries, in the case of either
clause (i) or (ii), whether in a single transaction or a series of related transactions (a) that have a fair market value in excess of $25.0 million or (b) for net proceeds
in excess of $25.0 million. Notwithstanding the foregoing: (a) a transfer of assets by the Company to a Subsidiary or by a Subsidiary to the Company or to another Subsidiary,
(b) an issuance of Equity Interests by a Subsidiary to the Company or to another Subsidiary, (c) a Restricted Payment that is permitted by Section 3.07 hereof and (d) a
Hospital Swap shall not be deemed to be an Asset Sale. 


    "Board of Directors" means the Board of Directors of the Company or any authorized committee thereof. 


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


    "Capital Lease" means, at the time any determination thereof is to be made, any lease of property, real or personal, in respect of
which the present value of the minimum rental commitment would be capitalized on a balance sheet of the lessee in accordance with GAAP. 



    "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a
Capital Lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP. 


1





 


    "Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business
entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership, partnership interests (whether
general or limited) and (iv) 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. 


    "Change of Control" means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other
disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any Person or group (as such term is used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than to a Person or group who, prior to such transaction, held a majority of the voting power of the voting stock of the Company,
(ii) the acquisition by any Person or group, as defined above, of a direct or indirect interest in more than 50% of the voting power of the voting stock of the Company, by way of merger,
consolidation or otherwise, or (iii) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors. 


    "Change of Control Triggering Event" means the occurrence of both a Change of Control and a Rating Decline. 


    "Commission" means the Securities and Exchange Commission. 


    "Company" means Tenet Healthcare Corporation, as obligor under the Securities, unless and until a successor replaces Tenet Healthcare
Corporation, in accordance with Article 4 hereof and thereafter includes such successor. 


    "Consolidated Cash Flow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period  plus (i) an amount equal to
any extraordinary loss of such Person plus any net loss realized in
connection with an Asset Sale (to the extent such losses were deducted in computing such Consolidated Net Income), plus (ii) provision for taxes
based on income or profits of such Person and its Subsidiaries for such period, to the extent such provision for taxes was included in computing such Consolidated Net Income,  plus (iii) the Fixed
Charges of such Person and its Subsidiaries for such period, to the extent that such Fixed Charges were deducted in
computing such Consolidated Net Income, plus (iv) depreciation and amortization (including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation and amortization were
deducted in computing such Consolidated Net Income, in each case, on a consolidated basis and determined in accordance with GAAP. Notwithstanding the foregoing, the provision for taxes on the income
or profits of, and the depreciation and amortization of, a Subsidiary of the referent Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in same
proportion) that the Net Income of such Subsidiary was included in calculating the Consolidated Net Income of such Person and only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments,
decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders. 



    "Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP but excluding any one-time charge or expense incurred in order to consummate the Refinancing;  provided that
(i) the Net Income of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be
included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Wholly Owned Subsidiary thereof, (ii) the Net Income of any Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of 


2





 


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 Subsidiary or its stockholders, (iii) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be excluded and (iv) the cumulative effect of a change in accounting principles shall be excluded. 


    "Consolidated Net Worth" means, with respect to any Person as of any date, the sum of (i) the consolidated equity of the common
stockholders of such Person and its consolidated Subsidiaries as of such date plus (ii) the respective amounts reported on such Person's balance
sheet as of such date with respect to any series of preferred stock (other than Disqualified Stock), less all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made in accordance with GAAP as a result of the acquisition
of such business) subsequent to the date hereof in the book value of any asset owned by such Person or a consolidated Subsidiary of such Person, and excluding the cumulative effect of a change in
accounting principles, all as determined in accordance with GAAP. 


    "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (i) was a
member of such Board of Directors on the date hereof or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who
were members of such Board at the time of such nomination or election. 



    "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 9.02 hereof or such other
address as to which the Trustee may give notice to the Company. 


    "Credit Agreement" means that certain Credit Agreement, dated as of February 28, 1995, by and among the Company and Morgan
Guaranty Trust Company of New York and the other banks that are party thereto, providing for $1.8 billion in aggregate principal amount of Senior Term Debt and up to $500.0 million in
aggregate principal amount of Senior Revolving Debt, including any related notes, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended as of
August 31, 1995, and as amended, modified, extended, renewed, refunded, replaced or refinanced, in whole or in part, from time to time. 


    "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. 


    "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), 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 thereof, in whole or in part, on or prior to December 1, 2003. 



    "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). 


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


    "Existing Indebtedness" means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement in
existence on the date hereof, until such amounts are repaid, including all reimbursement obligations with respect to letters of credit outstanding as of the date hereof (other than letters of credit
issued pursuant to the Credit Agreement)). 


    "Fixed Charge Coverage Ratio" means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period; provided, however, that in the event that the Company or any of its Subsidiaries
incurs, assumes, Guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues preferred stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is 


3





 


being calculated but 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 shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such issuance or redemption of preferred
stock, as if the same had occurred at the beginning of the applicable four-quarter reference period; and provided further that for purposes
of making the computation referred to above, (i) acquisitions that have been made by the Company or any of its Subsidiaries, including through mergers or consolidations and including any
related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on
the first day of the four- quarter reference period, and (ii) the Consolidated Cash Flow and Fixed Charges attributable to discontinued operations, as determined in accordance with
GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded. 


    "Fixed Charges" means, with respect to any Person for any period, the sum of (i) the consolidated interest expense of such
Person and its Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of 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 letters of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging Obligations) and (ii) the consolidated interest expense of such Person and its Subsidiaries
that
was capitalized during such period, and (iii) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets
of such Person or one of its Subsidiaries (whether or not such Guarantee or Lien is called upon) and (iv) the product of (a) all cash dividend payments (and non-cash dividend
payments in the case of a Person that is a Subsidiary) on any series of preferred stock of such Person, times (b) a fraction, the numerator of
which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP. 


    "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, as in effect from time to time. 


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


    "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, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness. 



    "Hedging Obligations" means, with respect to any Person, the obligations of such Person under (i) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements, (ii) foreign exchange contracts or currency swap agreements and (iii) other agreements or arrangements designed to
protect such Person against fluctuations in interest rates or currency values. 


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



    "Hospital" means a hospital, outpatient clinic, long-term care facility or other facility that is used or useful in the
provision of healthcare services. 


4





 


    "Hospital Swap" means an exchange of assets by the Company or a Subsidiary of the Company for one or more Hospitals and/or one or more
Related Businesses or for the Capital Stock of any Person owning one or more Hospitals and/or one or more Related Businesses. 



    "Indebtedness" means with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker's acceptances or representing Capital Lease
Obligations or the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade
payable, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in
accordance with GAAP, as well as all indebtedness of others secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) and, to the extent not otherwise
included, the Guarantee by such Person of any indebtedness of any other Person. 


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


    "International Subsidiaries" means International-NME, Inc., NME (Australia) Pty. Limited, and each of such Person's
respective Subsidiaries. 


    "Investment Grade" means a rating of BBB- or higher by S&P or Baa3 or higher by Moody's or the equivalent of such ratings
by S&P or Moody's. In the event that the Company shall select any other Rating Agency, the equivalent of such ratings by such Rating Agency shall be used. 


    "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of
direct or indirect loans (including Guarantees of Indebtedness or other obligations), advances or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP;  provided that an acquisition of assets, Equity
Interests or other securities by the Company for consideration consisting of common equity securities of
the Company shall not be deemed to be an Investment. 


    "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
such asset given to secure Indebtedness, 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 with respect to any such lien, pledge, charge or security interest). 


    "Metrocrest Letter of Credit Facility" means that certain letter of credit facility, dated as of February 28, 1995, by and among
the Company and Morgan Guaranty Trust Company of New York and the other banks that are party thereto, in an aggregate principal amount of $91.35 million. 


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


    "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however, (i) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in
connection with (a) any Asset Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions) or (b) the disposition of any securities by such Person or
any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries and (ii) any extraordinary or nonrecurring gain (but not loss), together with any
related provision for taxes on such extraordinary or nonrecurring gain (but not loss). 


5





 


    "Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other disposition of any permitted Non-Cash Consideration received in any Asset Sale), net of the direct costs relating
to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions) and any other expenses incurred or to be incurred by the Company or a Subsidiary
as a direct result of the sale of such assets (including, without limitation, severance, relocation, lease termination and other similar expenses), taxes actually paid or payable as a result thereof,
amounts required to be applied to the repayment of Indebtedness (other than Senior Term Debt or Senior Revolving Debt) secured by a Lien on the asset or assets that were the subject of such Asset Sale
and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. 


    "Non-Cash Consideration" means any non-cash consideration received by the Company or a Subsidiary of the
Company in connection with an Asset Sale and any non-cash consideration received by the Company or any of its Subsidiaries upon disposition thereof. 


    "Non-Recourse Debt" means Indebtedness of an International Subsidiary (i) as to which neither the Company nor any of
its Subsidiaries (other than the International Subsidiaries) (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness of
the Company or any of its Subsidiaries), or (b) is directly or indirectly liable (as a guarantor or otherwise) and (ii) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an International Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any of
its
Subsidiaries (other than the International Subsidiaries) to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity (except
any such provisions set forth in Existing Indebtedness until the same is repaid or refinanced). 


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


    "Officers" means 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 and any Vice President of the Company or any Subsidiary, as the case may be. 



    "Officers' Certificate" means a certificate signed by two Officers, one of whom must be the principal executive officer, principal
financial officer or principal accounting officer of the Company. 


    "Opinion of Counsel" means an opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of
or counsel to the Company, any Subsidiary or the Trustee. 


    "Payment Default" means any failure to pay any scheduled installment of interest or principal on any Indebtedness within the grace
period provided for such payment in the documentation governing such Indebtedness. 


    "Performance Investment Plan" means the 1989 Performance Investment Plan adopted by the Company's Board of Directors on
March 10, 1989. 


    "Permitted Collateral" means, collectively, (i) all Capital Stock and other Equity Interests of the Company's present and future
direct Subsidiaries, (ii) all intercompany Indebtedness owed to the Company and (iii) all Capital Stock and other Equity Interests in Westminster Health Care Holdings PLC owned by the
Company or its Subsidiaries. 


    "Permitted
Liens" means (i) Liens on Permitted Collateral securing Senior Term Debt of the Company under the Credit Agreement in an aggregate principal amount at any time
outstanding not to exceed an amount equal to $1.8 billion less the aggregate amount of all repayments, optional or mandatory, of the principal of any Senior Term Debt (other than repayments
that are immediately 


6





 


reborrowed) that have been made since March 1, 1995; (ii) Liens on Permitted Collateral securing Senior Revolving Debt and letters of credit of the Company incurred pursuant to the
Credit Agreement in an aggregate principal amount at any time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential reimbursement obligation of the
Company with respect thereto) not to exceed an amount equal to $500.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied to permanently reduce commitments with respect
to such Indebtedness pursuant to Section 3.10 hereof since March 1, 1995; (iii) Liens in favor of the Company; (iv) Liens on property of a Person existing at the time such
Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a 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 or consolidated with the Company or
that becomes a Subsidiary of the Company; (v) Liens on property existing at the time of acquisition thereof by the Company or any Subsidiary of the Company,  provided that such Liens were in
existence prior to the contemplation of such acquisition; (vi) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; (vii) Liens existing on the date hereof, including,
without limitation, Liens on Permitted Collateral securing reimbursement obligations under the Metrocrest Letter of Credit Facility; (viii) 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 shall be required in conformity with GAAP shall have been made therefor; (ix) other
Liens on assets of the Company or any Subsidiary of the Company securing Indebtedness that is permitted by the terms hereof to be outstanding having an aggregate principal amount at any one time
outstanding not to exceed 10% of the Stockholders' Equity of the Company; and (x) Liens to secure Permitted Refinancing Indebtedness incurred to refinance Indebtedness that was secured by a
Lien permitted hereunder and that was incurred in accordance with the provisions hereof; provided that such Liens do not extend to or cover any property
or assets of the Company or any Subsidiary other than assets or property securing the Indebtedness so refinanced. 


    "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the
net proceeds of which are used solely to extend, refinance, renew, replace, defease or refund, other Indebtedness of the Company or any of its Subsidiaries;  provided that, except in the case of
Indebtedness of the Company issued in exchange for, or the net proceeds of which are used solely to extend,
refinance, renew, replace, defease or refund, Indebtedness of a Subsidiary of the Company: (i) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal
amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of any premiums paid and reasonable expenses incurred in connection therewith);
(ii) 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, refinanced, renewed, replaced, defeased or refunded; (iii) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the Securities, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated
in right of payment to, the Securities on terms at least as favorable to the Holders of Securities as those contained in the documentation governing the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; and (iv) such Indebtedness is incurred either by the Company or by the Subsidiary who is the obligor on the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded. 


    "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust or unincorporated
organization (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business). 


7







  




    "Physician Joint Venture Distributions" means distributions made by the Company or any of its Subsidiaries to any physician, pharmacist
or other allied healthcare professional in connection with the unwinding, liquidation or other termination of any joint venture or similar arrangement between any such Person and the Company or any of
its Subsidiaries. 


    "Physician Support Obligations" means any obligation or Guarantee incurred in the ordinary course of business by the Company or a
Subsidiary of the Company in connection with any advance, loan or payment to, or on behalf of or for the benefit of any physician, pharmacist or other allied healthcare professional for the purpose of
recruiting, redirecting or retaining the physician, pharmacist or other allied healthcare professional to provide service to patients in the service area of any Hospital or Related Business owned or
operated by the Company or any of its Subsidiaries; EXCLUDING, HOWEVER, compensation for services provided by physicians, pharmacists or other allied healthcare professionals to any Hospital or
Related Business owned or operated by the Company or any of its Subsidiaries. 


    "Qualified Equity Interests" shall mean all Equity Interests of the Company other than Disqualified Stock of the Company. 


    "Rating Agencies" means (i) S&P and (ii) Moody's or (iii) if S&P or Moody's or both shall not make a rating of the
Securities publicly available, a nationally recognized securities rating agency or agencies, as the case may be, selected by the Company, shall be substituted for S&P or Moody's or both, as the case
may be. 


    "Rating Category" means (i) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent
successor categories); (ii) with respect to Moody's, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such
category of S&P or Moody's used by another Rating Agency. In determining whether the rating of the Securities has decreased by one or more gradations, gradations within Rating Categories (+ and
- for S&P, 1, 2 and 3 for Moody's; or the equivalent gradations for another Rating Agency) shall be taken into account (E.G., with respect to S&P, a decline in a rating from BB+ to BB, as
well as from BB- to B+, shall constitute a decrease of one gradation). 


    "Rating Date" means the date which is 90 days prior to the earlier of (i) a Change of Control and (ii) the first
public notice of the occurrence of a Change of Control or of the intention by the Company to effect a Change of Control. 


    "Rating Decline" means the occurrence on or within 90 days after the date of the first public notice of the occurrence of a
Change of Control or of the intention by the Company to effect a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for
possible downgrade by any of the Rating Agencies) of: (a) in the event the Securities are rated by either Moody's or S&P on the Rating Date as Investment Grade, a decrease in the rating of the
Securities by both Rating Agencies to a rating that is below Investment Grade, or (b) in the event the Securities are rated below Investment Grade by both Rating Agencies on the Rating Date, a
decrease in the rating of the Securities by either Rating Agency by one or more gradations (including gradations within Rating Categories as well as between Rating Categories). 


    "Refinancing" has the meaning ascribed to it in the prospectus dated February 21, 1995 relating to the Company's
95/8% Senior Notes due 2002 and the Senior Subordinated Notes. 



    "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 the operation of a Hospital. 


    "Responsible Officer" when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated 


8





 


officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 


    "Restricted Investment" means an Investment in any of the International Subsidiaries. 


    "Securities" means the securities described above, issued under this Indenture. 


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


    "Senior Notes Indenture" means the Indenture dated as of March 1, 1995 between the Company and The Bank of New York, as trustee,
as amended or supplemented from time to time, under which the Company's 95/8% Senior Notes due 2002 were issued 


    "Senior Revolving Debt" means revolving credit loans outstanding from time to time under the Credit Agreement. 



    "Senior Subordinated Notes" means the 101/8% Senior Subordinated Notes due 2005 of the Company in an aggregate principal
amount of $900.0 million, issued pursuant to the Senior Subordinated Note Indenture. 


    "Senior Subordinated Notes Indenture" means the Indenture dated as of March 1, 1995 between the Company and The Bank of New
York, as trustee, as amended or supplemented from time to time, under which the Senior Subordinated Notes were issued. 


    "Senior Term Debt" means term loans outstanding from time to time under the Credit 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 hereof. 


    "S&P" means Standard & Poor's Corporation and its successors. 


    "Specified Assets" means the Company's and its Subsidiaries' interest in The Hillhaven Corporation and Westminster Healthcare Holdings
PLC owned as of the date hereof and the Capital Stock and assets of the International Subsidiaries. 


    "Stockholders' Equity" means, with respect to any Person as of any date, the stockholders' equity of such Person determined in
accordance with GAAP as of the date of the most recent available internal financial statements of such Person, and calculated on a pro forma basis to give effect to any acquisition or disposition by
such Person consummated or to be consummated since the date of such financial statements and on or prior to the date of such calculation. 


    "Subsidiary" means, with respect to any Person, (i) any corporation, association or other business entity of which more than 50%
of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (ii) 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 such Person or of one or more Subsidiaries
of such Person (or any combination thereof); provided that no International Subsidiary shall be deemed to be a
"Subsidiary" for any purpose hereunder for so long as such International Subsidiary: (a) has no Indebtedness other than Existing Indebtedness and Non-Recourse Debt; (b) is
not a party to any agreement, contract, arrangement or understanding with the Company or any of its other Subsidiaries (other than International Subsidiaries) except any such agreement, contract,
arrangement or understanding that (i) was in effect on the date hereof, or (ii) meets the requirements of Section 3.11 hereof; (c) is a Person with respect to which neither
the Company nor any of its Subsidiaries (other than International Subsidiaries) has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain
or preserve such Person's financial condition or to cause such 


9





 


Person to achieve any specified level of operating results except, in each case, any such obligation in existence on the date hereof or created pursuant to the terms of any Investment permitted by
Section 3.07 hereof; and (d) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Subsidiaries (other than
International Subsidiaries). If, at any time, any International Subsidiary would fail to meet the foregoing requirements, it shall thereafter be deemed to be a Subsidiary for all purposes of this
Indenture and any Indebtedness of such International Subsidiary shall be deemed to be incurred by a Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be incurred
as of such date under Section 3.09 hereof, the Company shall be in default of such covenant). 


    "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C. § 77aaa-77bbbb) as in effect on the
date on which this Indenture is qualified under the TIA, except as provided in Section 8.03 hereof. 


    "Transfer Restriction" means, with respect to the Company's Subsidiaries, any encumbrance or restriction on the ability of any
Subsidiary to (i)(a) pay dividends or make any other distributions to the Company or any of its Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or
participation in, or measured by, its profits, or (b) pay any Indebtedness owed to the Company or any of its Subsidiaries, (ii) make loans or advances to the Company or any of its
Subsidiaries, or (iii) transfer any of its properties or assets to the Company or any of its Subsidiaries. 


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


    "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing
(i) 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 thereof, 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 (ii) the then outstanding principal amount of such Indebtedness. 


    "Wholly Owned Subsidiary" of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership
interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more
Wholly Owned Subsidiaries of such Person. 


10





 

SECTION 1.02.  OTHER DEFINITIONS.  



	Term
 
	 	Defined in

Section

	"Affiliate Transaction"	 	3.11
	"Bankruptcy Law"	 	5.01
	"Change of Control Offer"	 	3.13
	"Change of Control Payment"	 	3.13
	"Change of Control Payment Date"	 	3.13
	"Commencement Date"	 	2.15
	"Covenant Defeasance"	 	7.03
	"Custodian"	 	5.01
	"Event of Default"	 	5.01
	"Excess Proceeds"	 	3.10
	"incur"	 	3.09
	"Legal Defeasance"	 	7.02
	"Legal Holiday"	 	9.07
	"Notice of Default"	 	5.01
	"Offer Amount"	 	2.15
	"Offer Period"	 	2.15
	"Paying Agent"	 	2.03
	"Purchase Date"	 	2.15
	"Purchase Price"	 	3.10
	"Registrar"	 	2.03
	"Restricted Payments"	 	3.07
	"Senior Asset Sale Offer"	 	3.10






SECTION 1.03.  INCORPORATION BY REFERENCE OF TIA.  


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


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


    "indenture securities" means the Securities; 



    "indenture security holder" means a Holder; 


    "indenture to be qualified" means this Indenture; 


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


    "obligor" on the Securities means the Company and any successor obligor upon the Securities. 



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


SECTION 1.04.  RULES OF CONSTRUCTION.  


    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; 



11





 


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


    (5) provisions
apply to successive events and transactions. 



 
 

ARTICLE 2
  THE SECURITIES; OFFER TO PURCHASE PROCEDURES    
  


SECTION 2.01.  FORM AND DATING.  


    The Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture. The Securities may have notations, legends or endorsements approved as to form by the Company and required by law, stock exchange rule, agreements to
which the Company is subject or usage. Each Security shall be dated the date of its authentication. The Securities shall be issuable only in registered form, without coupons, in denominations of
$1,000 and integral multiples thereof. 


SECTION 2.02.  EXECUTION AND AUTHENTICATION.  


    An Officer of the Company shall sign the Securities for the Company by manual or facsimile signature. 


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


    A
Security shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Security has been
authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Securities shall be substantially as set forth in Exhibit A hereto. 


    The
Trustee shall, upon a written order of the Company signed by two Officers of the Company, authenticate Securities for original issue up to the aggregate principal amount stated in
paragraph 4 of the Securities. The aggregate principal amount of Securities outstanding at any time shall not exceed the amount set forth herein except as provided in Section 2.07
hereof. 


    The
Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may
authenticate Securities 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 the Company or an Affiliate of the Company. 


SECTION 2.03.  REGISTRAR AND PAYING AGENT.  


    The Company shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (including any
co- registrar, the "Registrar") and (ii) an office or agency where Securities may be presented for payment (the
"Paying Agent"). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may appoint one or more
co-registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent, Registrar or
co-registrar without prior notice to any Holder. The Company shall notify the Trustee and the Trustee shall notify the Holders of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent,
Registrar or co- registrar. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, which shall incorporate the provisions of the TIA.
The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of 


12





 


any such Agent. If the Company fails to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such, and shall be entitled to appropriate compensation in
accordance with Section 6.07 hereof. 



    The
Company initially appoints the Trustee as Registrar, Paying Agent and agent for service of notices and demands in connection with the Securities. 


SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST.  


    On or prior to the due date of principal of, premium, if any, and interest on any Securities, the Company shall deposit with the Trustee or the Paying Agent
money sufficient to pay such principal, premium, if any, and interest becoming due. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall
hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Securities, and shall notify the
Trustee of any Default by the Company in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company) shall have no further liability for the
money delivered to the Trustee. If the Company 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. 


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 Holders and
shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment
date and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders, including the
aggregate principal amount of the Securities held by each thereof, and the Company shall otherwise comply with TIA § 312(a). 


SECTION 2.06.  TRANSFER AND EXCHANGE.  


    When Securities are presented to the Registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other
denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met; provided, however, that
any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the
Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registrations of transfer and exchanges, the Company shall issue and the Trustee shall authenticate
Securities at the Registrar's request, subject to such rules as the Trustee may reasonably require. 


    Neither
the Company nor the Registrar shall be required to register the transfer or exchange of a Security between the record date and the next succeeding interest payment date. 



    No
service charge shall be made to any Holder for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than such transfer tax or similar governmental charge payable upon exchanges pursuant to
Sections 2.10 or 8.05 hereof, which shall be paid by the Company). 


13







  




    Prior
to due presentment for registration of transfer of any Security, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Security is registered as
the absolute owner of such Security for the purpose of receiving payment of principal of, premium, if any, and interest on such Security and for all other purposes whatsoever, whether or not such
Security is overdue, and neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary. 


SECTION 2.07.  REPLACEMENT SECURITIES.  


    If any mutilated Security is surrendered to the Trustee or the Company, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Security, the Company shall issue and the Trustee, upon the written order of the Company signed by two Officers of the Company, shall authenticate a replacement Security if the Trustee's
requirements for replacements of Securities are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and
the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss which any of them may suffer if a Security is replaced. Each of the Company and the Trustee may
charge for its expenses in replacing a Security. 


    Every
replacement Security is an additional obligation of the Company. 


SECTION 2.08.  OUTSTANDING SECURITIES.  


    The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those cancelled by it, those delivered to it for
cancellation and those described in this Section as not outstanding. 


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


    If
the principal amount of any Security is considered paid under Section 3.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. 


    Subject
to Section 2.09 hereof, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. 



SECTION 2.09.  TREASURY SECURITIES.  


    In determining whether the Holders of the required principal amount of Securities then outstanding have concurred in any demand, direction, waiver or consent,
Securities owned by the Company or any Affiliate of the Company shall be considered as though not outstanding, except that for purposes of determining whether the Trustee shall be protected in relying
on any such demand, direction, waiver or consent, only Securities that a Responsible Officer actually knows to be so owned shall be so considered. Notwithstanding the foregoing, Securities that are to
be acquired by the Company or an Affiliate of the Company pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by the Company or an Affiliate of the Company
until legal title to such Securities passes to the Company or such Affiliate, as the case may be. 


SECTION 2.10.  TEMPORARY SECURITIES.  


    Until definitive Securities are ready for delivery, the Company may prepare and the Trustee, upon receipt of the written order of the Company signed by two
Officers of the Company, shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company and the
Trustee consider appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee, upon receipt of the written order of the Company signed by two Officers of
the Company, shall authenticate definitive Securities in 


14





 


exchange for temporary Securities. Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as definitive Securities. 



SECTION 2.11.  CANCELLATION.  


    The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, replacement or cancellation
and shall return such cancelled Securities to the Company. The Company may not issue new Securities to replace Securities that it has paid or that have been delivered to the Trustee for cancellation. 



SECTION 2.12.  DEFAULTED INTEREST.  


    If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five
Business Days prior to the related payment date, in each case at the rate provided in the Securities and in Section 3.01 hereof. The Company shall, with the consent of the Trustee, fix or cause
to be fixed each such special record date and payment date. At least 15 days before the special record date, the Company (or the Trustee, in the name of and at the expense of the Company) shall
mail 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.  RECORD DATE.  


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


SECTION 2.14.  CUSIP NUMBER.  


    The Company in issuing the Securities may use a "CUSIP" number, and if it does so, the Trustee shall use the CUSIP number in notices to Holders;  provided that any
such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on
the Securities and that reliance may be placed only on the other identification numbers printed on the Securities. The Company shall promptly notify the Trustee of any change in the CUSIP number. 


SECTION 2.15.  OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.  


    In the event that the Company shall commence a Senior Asset Sale Offer pursuant to Section 3.10 hereof, it shall follow the procedures specified below. 


    No
later than the date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall notify the Trustee of such Senior Asset Sale Offer and provide
the Trustee with an Officers' Certificate setting forth, in addition to the information to be included therein pursuant to Section 3.10 hereof, the calculations used in determining the amount
of Net Proceeds to be applied to
the purchase of Securities. The Company shall commence or cause to be commenced the Senior Asset Sale Offer on a date no later than 10 Business Days after such notice (the
"Commencement Date"). 


    The
Senior Asset Sale Offer shall remain open for at least 20 Business Days after the Commencement Date relating to such Senior Asset Sale Offer and shall remain open for no more than
such 20 Business Days, except to the extent required by applicable law (as so extended, the "Offer Period"). No later than one Business Day after the
termination of the Offer Period (the "Purchase  


15





 

 Date"), the Company shall purchase the principal amount (the "Offer Amount") of Securities required to be purchased in such
Senior Asset Sale Offer pursuant to Section 3.10 hereof or, if less than the Offer Amount has been tendered, all Securities tendered in response to the Senior Asset Sale Offer, in each case for
an amount in cash equal to the Purchase Price. 


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


    On
the Commencement Date of any Senior Asset Sale Offer, the Company shall send, or at the Company's request the Trustee shall send, by first class mail, a notice to each of the
Holders at their last registered address, with a copy to the Trustee and the Paying Agent, offering to repurchase the Securities held by such Holder pursuant to the procedure specified in such notice.
Such notice, which shall govern the terms of the Senior Asset Sale Offer, shall contain all instructions and materials necessary to enable the Holders to tender Securities pursuant to the Senior Asset
Sale Offer and shall state: 



	(1)
	that
the Senior Asset Sale Offer is being made pursuant to this Section 2.15 and Section 3.10 hereof and the length of time the Senior Asset Sale Offer shall remain
open;



	(2)
	the
Offer Amount, the Purchase Price and the Purchase Date;



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



	(4)
	that,
unless the Company defaults in the payment of the Purchase Price, any Security accepted for payment pursuant to the Senior Asset Sale Offer shall cease to accrue interest
after the Purchase Date;



	(5)
	that
Holders electing to have a Security purchased pursuant to any Senior Asset Sale Offer shall be required to surrender the Security, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of
business on the Business Day next preceding the Purchase Date;



	(6)
	that
Holders shall be entitled to withdraw their election if the Company, depositary or Paying Agent, as the case may be, receives, not later than the close of business on the
Business Day next preceding the termination of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security the Holder delivered for
purchase and a statement that such Holder is withdrawing his election to have such Security purchased;



	(7)
	that,
if the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Securities to be purchased on a  pro rata basis (with such adjustments as may
be deemed appropriate by the Trustee so that only Securities in denominations of $1,000, or integral
multiples thereof, shall be purchased);



	(8)
	that
Holders whose Securities were purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered; and



	(9)
	the
circumstances and relevant facts regarding such Asset Sale and any other information that would be material to a decision as to whether to tender a Security pursuant to the
Senior Asset Sale Offer. 




    On
the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent
necessary, an aggregate principal amount equal to the Offer Amount of Securities tendered pursuant to the Senior Asset Sale Offer, or if less than the Offer Amount has been 


16





 


tendered, all Securities or portion thereof so tendered, (ii) deposit with the Paying Agent an amount equal to the Purchase Price in respect of all Securities or portions thereof so tendered
and (iii) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions
thereof being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Securities so tendered payment in an amount equal to the Purchase Price for such Securities and the
Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) a new Security to such Holder equal in principal amount to any unpurchased portion of the Securities
surrendered, if any; provided that each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall
publicly announce the results of the Senior Asset Sale Offer on or as soon as practicable after the Purchase Date. 


    The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the purchase of Securities as a result of the Senior Asset Sale Offer. 


 
 

ARTICLE 3
  COVENANTS    
  


SECTION 3.01.  PAYMENT OF SECURITIES.  


    The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Securities on the dates and in the manner provided in this
Indenture and the Securities. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary of the Company, holds as
of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest
then due. Such Paying Agent shall return to the Company, no later than five days following the date of payment, any money (including accrued interest) that exceeds such amount of principal, premium,
if any, and interest to be paid on the Securities. 


    The
Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in
excess of the interest rate then applicable to the Securities to the extent lawful. In addition, it shall pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful. 



SECTION 3.02.  MAINTENANCE OF OFFICE OR AGENCY.  


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


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


17





 


    The Company hereby designates The Bank of New York, 101 Barclay Street, 21 West, New York, New York 10286 as one such office or agency of the Company in accordance with
Section 2.03 hereof. 


SECTION 3.03.  COMMISSION REPORTS.  


     (i) So
long as any of the Securities remain outstanding, the Company shall provide to the Trustee within 15 days after the filing thereof with the Commission
copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) that the
Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act. All obligors on the Securities shall comply with the provisions of TIA
§ 314(a). Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and
quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, the Company shall file with the Commission and provide to the
Trustee (a) within 90 days after the end of each fiscal year, annual reports on Form 10-K (or any successor or comparable form) containing the information required to
be contained therein (or required in such successor or comparable form), including a "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and a report thereon by the Company's certified public accountants; (b) within 45 days after the end of each of the first three fiscal quarters of
each fiscal year, reports on Form 10-Q (or any successor or comparable form) containing the information required to be contained therein (or required in any successor or comparable
form), including a "Management's Discussion and Analysis of Financial Condition and Results of Operations"; and (c) promptly from time to time
after the occurrence of an event required to be therein reported, such other reports on Form 8-K (or any successor or comparable form) containing the information required to be
contained therein (or required in any successor or comparable form); provided, however, that the Company shall not be in default of the provisions of
this Section 3.03(i) for any failure to file reports with the Commission solely by the refusal of the Commission to accept the same for filing. Each of the financial statements contained
in such reports shall be prepared in accordance with GAAP. 


    (ii) The
Trustee, at the Company's expense, shall promptly mail copies of all such annual reports, information, documents and other reports provided to the Trustee
pursuant to Section 3.03(i) hereof to the Holders at their addresses appearing in the register of Securities maintained by the Registrar. 



    (iii) Whether
or not required by the rules and regulations of the Commission, the Company shall file a copy of all such information and reports with the
Commission for public availability and make such information available to securities analysts and prospective investors upon request. 


    (iv) The
Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Trustee may be required to
deliver to the Holders under this Section 3.03. 


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


SECTION 3.04.  COMPLIANCE CERTIFICATE.  


     (i) The
Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities
of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each has kept, observed, performed
and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or 


18





 


her knowledge each entity has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what
action each is taking or proposes to take with respect thereto), all without regard to periods of grace or notice requirements, and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of or interest, if any, on the Securities is prohibited or if such event has occurred, a description of the event and what
action each is taking or proposes to take with respect thereto. 


    (ii) 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 3.03 above shall be accompanied by a written statement of the Company's certified 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 which would lead them to believe that the Company or
any Subsidiary of the Company has violated any provisions of Article 3 or of Article 4 of this Indenture 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. 


    (iii) The
Company shall, so long as any of the Securities are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of (a) any Default
or Event of Default or (b) any event of default under any other mortgage, indenture or instrument referred to in Section 5.01(v) hereof, an Officers' Certificate specifying such
Default, Event of Default or event of default and what action the Company is taking or proposes to take with respect thereto. 


SECTION 3.05.  TAXES.  


    The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except
(i) as contested in good faith by appropriate proceedings and with respect to which appropriate reserves have been taken in accordance with GAAP or (ii) where the failure to effect such
payment is not adverse in any material respect to the Holders. 


SECTION 3.06.  STAY, EXTENSION AND USURY LAWS.  


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


19







   SECTION 3.07.  LIMITATIONS ON RESTRICTED PAYMENTS.  


    The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any distribution
on account of the Company's or any of its Subsidiaries' Equity Interests (other than (w) Physician Joint Venture Distributions, (x) dividends or distributions payable in Qualified Equity
Interests of the Company, (y) dividends or distributions payable to the Company or any Subsidiary of the Company and (z) dividends or distributions by any Subsidiary of the Company
payable to all holders of a class of Equity Interests of such Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or
retire for value any Equity Interests of the Company; (iii) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is
subordinated to the Securities, except at the original final maturity date thereof or pursuant to the Refinancing; or (iv) make any Restricted Investment (all such payments and other actions
set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after
giving effect to such Restricted Payment (the amount of any such Restricted Payment, if other than cash, shall be the fair market value (as conclusively evidenced by a resolution of the Board of
Directors set forth in an Officers' Certificate delivered to the Trustee within 60 days prior to the date of such Restricted Payment) of the asset(s) proposed to be transferred by the Company
or such Subsidiary, as the case may be, pursuant to such Restricted Payment): 



	(a)
	no
Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and



	(b)
	the
Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the most recently
ended four full fiscal quarter period for which internal financial statements are available immediately preceding the date of such Restricted Payment, have been permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 3.09 hereof; and



	(c)
	such
Restricted Payment, together with the aggregate of all other Restricted Payments (excluding Restricted Payments permitted by clauses (ii), (iii), (iv) and (v) of
the next succeeding paragraph) made by the Company and its Subsidiaries after March 1, 1995, is less than the sum of (1) 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 March 1, 1995 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  (2) 100% of the
aggregate net cash proceeds received by the Company from the issue or sale (other than to a Subsidiary of the Company) since March 1, 1995 of
Qualified Equity Interests of
the Company or of debt securities of the Company or any of its Subsidiaries that have been converted into or exchanged for such Qualified Equity Interests of the Company, PLUS
(3) $20.0 million. 




    If
no Default or Event of Default has occurred and is continuing or would occur as a consequence thereof, the foregoing provisions shall not prohibit: 



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



	(ii)
	the
payment of cash dividends on any series of Disqualified Stock issued after the date hereof in an aggregate amount not to exceed the cash
received by the Company since the date hereof upon issuance of such Disqualified Stock; 



20





 



	(iii)
	the
repurchase of the Performance Investment Plan investment options from the holders thereof;



	(iv)
	the
redemption, repurchase, retirement or other acquisition of any Equity Interests of the Company or any Subsidiary in exchange for, or out of the
net cash proceeds of, the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company; provided  that the amount of any such net cash proceeds
that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (c)(2)
of the preceding paragraph;



	(v)
	the
defeasance, redemption or repurchase of subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing
Indebtedness or in exchange for or out of the net cash proceeds from the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Equity Interests of the Company;  provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be
excluded from clause (c)(2) of the preceding paragraph;



	(vi)
	the
repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Subsidiary of the Company
held by any member of the Company's (or any of its Subsidiaries') management pursuant to any management equity subscription agreement or stock option agreement; provided  that the aggregate price paid
for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $5.0 million in any twelve-month period; and



	(vii)
	the
making and consummation of (A) an offer to purchase or redeem the Senior Subordinated Notes in accordance with the provisions of the
Senior Subordinated Notes Indenture with any Excess Proceeds that remain after consummation of a Senior Asset Sale Offer, within 120 days of the consummation of such Senior Asset Sale Offer, or
(B) a Change of Control Offer with respect to the Senior Subordinated Notes in accordance with the provisions of the Senior Subordinated Notes Indenture. 




    Not
later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this covenant were computed. 


SECTION 3.08.  LIMITATIONS ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES.  



    The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual Transfer Restriction, except for such Transfer Restrictions existing under or by reason of: 



	(a)
	Existing
Indebtedness as in effect on the date hereof,



	(b)
	this
Indenture,



	(c)
	applicable
law,



	(d)
	any
instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the
extent such Indebtedness was incurred in connection with or in contemplation of such acquisition or in violation of Section 3.09 hereof), which encumbrance or restriction is not applicable to
any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that the
Consolidated Cash Flow of such Person shall not be taken into account in determining whether such acquisition was permitted by the 



21





 


terms
hereof except to the extent that such Consolidated Cash Flow would be permitted to be dividends to the Company without the prior consent or approval of any third party, 



	(e)
	customary
non-assignment provisions in leases entered into in the ordinary course of business,



	(f)
	purchase
money obligations for property acquired in the ordinary course of business that impose restrictions on the ability of any of the Company's Subsidiaries to transfer the
property so acquired to the Company or any of its Subsidiaries,



	(g)
	Permitted
Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced, or



	(h)
	the
Credit Agreement and related documentation as the same is in effect on the date hereof and as amended or replaced from time to time, provided  that no such amendment or replacement is more restrictive as
to Transfer Restrictions than the Credit Agreement and related documentation as in effect on the date hereof. 





SECTION 3.09.  LIMITATIONS ON INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.  


    The Company shall not, and shall not permit any of its 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") after the date hereof any Indebtedness (including
Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Subsidiaries to issue any shares of preferred stock; provided,
however, that the Company may incur Indebtedness (including Acquired Debt) and the Company may issue shares of Disqualified 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 is issued would have been at least (x) 2.25 to 1 if such incurrence or issuance occurs on or before March 31, 1996, or (y) 2.5 to 1 if such incurrence or
issuance occurs at any time thereafter, in each case 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 had been issued, as the case may be, at the beginning of such four-quarter period. Indebtedness consisting of reimbursement obligations in respect of a
letter of credit shall be deemed to be incurred when the letter of credit is first issued. The Company shall not permit any of the International Subsidiaries to incur any Indebtedness other than
Non-Recourse Debt. 


    The
foregoing provisions shall not apply to: 



	(a)
	the
incurrence by the Company of Senior Term Debt pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding not to exceed an amount equal to
$1.8 billion less the aggregate amount of all repayments, optional or mandatory, of the principal of any Senior Term Debt (other than repayments that are immediately reborrowed) that have been
made since March 1, 1995;



	(b)
	the
incurrence by the Company of Senior Revolving Debt and letters of credit pursuant to the Credit Agreement in an aggregate principal amount at any time outstanding (with letters
of credit being deemed to have a principal amount equal to the maximum potential reimbursement obligation of the Company with respect thereto) not to exceed an amount equal to $500.0 million
less the aggregate amount of all Net Proceeds of Asset Sales applied to permanently reduce the commitments with respect to such Indebtedness pursuant to Section 3.10 hereof or of the Senior
Notes Indenture after March 1, 1995;



	(c)
	the
incurrence by the Company of Indebtedness represented by the Securities; 



22





 



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



	(e)
	the
incurrence by the Company or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew,
replace, defease, or refund, Indebtedness that was permitted by this Indenture to be incurred (including, without limitation, Existing Indebtedness);



	(f)
	the
incurrence by the Company of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating
rate Indebtedness that is permitted by the terms hereof to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency;  provided that the notional
principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such
Hedging Obligation relates;



	(g)
	the
incurrence by the Company or any of its Subsidiaries of Physician Support Obligations;



	(h)
	the
incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between or among the Company and any of its Subsidiaries;



	(i)
	the
incurrence by the Company or any of its Subsidiaries of Indebtedness represented by performance bonds, standby letters of credit or appeal bonds, in each case to the extent
incurred in the ordinary course of business of the Company or such Subsidiary;



	(j)
	the
incurrence by any Subsidiary of the Company of Indebtedness, the aggregate principal amount of which, together with all other Indebtedness of the Company's Subsidiaries at the
time outstanding (excluding the Existing Indebtedness until repaid or refinanced and excluding Physician Support Obligations), does not exceed the greater of (1) 10% of the Company's
Stockholders' Equity as of the date of incurrence or (2) $10.0 million; provided that, in the case of clause (1) only, 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 Indebtedness is
incurred would have been at least (x) 2.25 to 1 if such incurrence occurs on or before March 31, 1996, or (y) 2.5 to 1 if such incurrence occurs at any time thereafter, in each
case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been incurred at the beginning of such four-quarter
period; and



	(k)
	the
incurrence by the Company of Indebtedness (in addition to Indebtedness permitted by any other clause of this paragraph) in an aggregate principal amount at any time outstanding
not to exceed $250.0 million. 




SECTION 3.10.  ASSET SALES.  


    The Company shall not, and shall not permit any of its Subsidiaries to consummate an Asset Sale, unless (i) the Company (or the Subsidiary as the case
may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively determined by a resolution of the Board of Directors set forth in an Officers'
Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) except in the case of a sale of Specified Assets, at least 80% of the
consideration therefor received by the Company or such Subsidiary is in the form of cash; provided, however, that for purposes of this provision,
(x) the amount of (A) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto), of the Company or any Subsidiary (other than, in
the case of an Asset Sale by the Company, liabilities that are by their terms subordinated to the Securities) that are assumed by the transferee of any such assets and (B) any securities or
other obligations received by the Company or any such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash (or as to which the Company or such
Subsidiary has received at or prior to the 


23





 


consummation of the Asset Sale a commitment (which may be subject to customary conditions) from a nationally recognized investment, merchant or commercial bank to convert into cash within
90 days of the consummation of such Asset Sale and which are thereafter actually converted into cash within such
90-day period) shall be deemed to be cash (but shall not be deemed to be Net Proceeds for purposes of the following provisions until reduced to cash); and (y) the fair market value
of any Non-Cash Consideration received by the Company or a Subsidiary in any Asset Sale shall be deemed to be cash (but shall not be deemed to be Net Proceeds for purposes of the following
provisions until reduced to cash) to the extent that the aggregate fair market value (as conclusively determined by a resolution of the Board of Directors set forth in an Officers' Certificate
delivered to the Trustee) of all Non-Cash Consideration (measured at the time received and without giving effect to any subsequent changes in value) held by the Company immediately after
consummation of such Asset Sale does not exceed 10% of the Company's Stockholders' Equity as of the date of such consummation. 


    Within
365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds (i) to purchase one or more Hospitals or Related
Businesses and/or a controlling interest in the Capital Stock of a Person owning one or more Hospitals and/or one or more Related Businesses, (ii) to make a capital expenditure or to acquire
other tangible assets, in each case, that are used or useful in any business in which the Company is permitted to be engaged pursuant to Section 3.15 hereof, (iii) to permanently reduce
Senior Term Debt or Existing Indebtedness of a Subsidiary or (iv) to permanently reduce Senior Revolving Debt (and to correspondingly reduce commitments with respect thereto), except that up to
an aggregate of $200.0 million of Net Proceeds from Asset Sales may be applied after the date hereof to reduce Senior Revolving Debt without a corresponding reduction in commitments with
respect thereto. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Revolving Debt or otherwise invest such Net Proceeds in any manner that is not
prohibited by the terms hereof. Any Net Proceeds from Asset Sales that are not so invested or applied shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
exceeds $25.0 million, the Company shall make an offer to all Holders of Securities and holders of any other Indebtedness of the Company ranking on a parity with the Securities from time to
time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from any asset sales, pro
rata in proportion to the respective principal amounts of the Securities and such other Indebtedness then outstanding (a "senior asset sale
offer") to purchase the maximum principal amount of Securities and such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Purchase Price"), in accordance
with the procedures set forth in Section 2.15 hereof. To the extent that the aggregate amount of Securities and such other Indebtedness tendered pursuant to a Senior Asset Sale Offer is less
than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, including an offer to purchase Senior Subordinated Notes pursuant to Section 4.10 of
the Senior Subordinated Notes Indenture. If the aggregate principal amount of Securities and such other Indebtedness surrendered by holders pursuant to a Senior Asset Sale Offer exceeds the amount of
Excess Proceeds, the Securities and such other Indebtedness shall be purchased on a pro rata basis. Upon completion of a Senior Asset Sale Offer, the
amount of Excess Proceeds shall be reset at zero. 


SECTION 3.11.  LIMITATIONS ON TRANSACTIONS WITH AFFILIATES.  


    The Company shall not, and shall not permit any of its Subsidiaries to, 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 any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an
"Affiliate Transaction") unless (i) such Affiliate Transaction is on
terms that are no less favorable to the Company or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Subsidiary with an 


24





 


unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a
resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction was
approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of
$15.0 million, an opinion as to the fairness of such Affiliate Transaction to the Company or such Subsidiary from a financial point of view issued by an investment banking firm of national
standing; provided that (x) transactions or payments pursuant to any employment arrangements or employee or director benefit plans entered into
by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (y) transactions between or among the
Company and/or its Subsidiaries and (z) transactions permitted under Section 3.07 hereof, in each case, shall not be deemed to be Affiliate Transactions. 


SECTION 3.12.  LIMITATIONS ON LIENS.  


    The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Lien (except
Permitted Liens) on any asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income therefrom unless all payments due hereunder and under
the Securities 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 3.13.  CHANGE OF CONTROL.  


    Upon the occurrence of a Change of Control Triggering Event, each Holder of Securities shall have the right to require the Company to repurchase all or any
part (equal to $1,000 or an integral multiple thereof) of such Holder's Securities pursuant to the offer described below (the "Change of Control Offer")
at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase (the "Change of
Control Payment") on a date that is not more than 90 days after the occurrence of such Change of Control Triggering Event (the "Change of Control
Payment Date"). 


    Within
30 days following any Change of Control Triggering Event, the Company shall mail, or at the Company's request the Trustee shall mail, a notice of a Change of Control to
each Holder (at its last registered address with a copy to the Trustee and the Paying Agent) offering to repurchase the Securities held by such Holder pursuant to the procedure specified in such
notice. The Change of Control Offer shall remain open from the time of mailing until the close of business on the Business
Day next preceding the Change of Control Payment Date. The notice, which shall govern the terms of the Change of Control Offer, shall contain all instructions and materials necessary to enable the
Holders to tender Securities pursuant to the Change of Control Offer and shall state: 



	(1)
	that
the Change of Control Offer is being made pursuant to this Section 3.13 and that all Securities tendered will be accepted for payment;



	(2)
	the
Change of Control Payment and the Change of Control Payment Date, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is
mailed;



	(3)
	that
any Security not tendered will continue to accrue interest in accordance with the terms of this Indenture;



	(4)
	that,
unless the Company defaults in the payment of the Change of Control Payment, all Securities accepted for payment pursuant to the Change of Control Offer will cease to accrue
interest after the Change of Control Payment Date; 



25











  




	(5)
	that
Holders electing to have a Security purchased pursuant to any Change of Control Offer will be required to surrender the Security, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Security completed, to the Company, a depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice prior to the close of
business on the Business Day next preceding the Change of Control Payment Date;



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



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



	(8)
	the
circumstances and relevant facts regarding such Change of Control (including, but not limited to, information with respect to pro forma  historical financial information after giving effect to such
Change of Control, information regarding the Person or Persons acquiring control and such Person's or Persons'
business plans going forward) and any other information that would be material to a decision as to whether to tender a Security pursuant to the Change of Control Offer. 




    On
the Change of Control Payment Date, the Company shall, to the extent lawful, (i) accept for payment all Securities or portions thereof properly tendered and not withdrawn
pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions thereof so tendered and
(iii) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions thereof
being purchased by the Company. The Paying Agent shall promptly mail to each Holder of Securities so tendered the Change of Control Payment for such Securities, and the Trustee shall promptly
authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any;  provided that
each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the
results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 


    The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of Securities as a result of a Change of Control. 



SECTION 3.14.  CORPORATE EXISTENCE.  


    Subject to Section 3.13 and Article 4 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force
and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same
may be amended from time to time) of each Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries,
if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the 


26





 


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


SECTION 3.15.  LINE OF BUSINESS  



    The Company shall not, and shall not permit any of its Subsidiaries to, engage to any material extent in any business other than the ownership, operation and
management of Hospitals and Related Businesses. 


SECTION 3.16.  LIMITATIONS ON ISSUANCES OF GUARANTEES OF INDEBTEDNESS BY SUBSIDIARIES  


    The Company shall not permit any Subsidiary, directly or indirectly, to Guarantee or secure the payment of any other Indebtedness of the Company or any of its
Subsidiaries (except Indebtedness of a Subsidiary of such Subsidiary or Physician Support Obligations) unless such Subsidiary simultaneously executes and delivers a supplemental indenture to this
Indenture, in substantially the form attached hereto as Exhibit B, providing for the Guarantee of the payment of the Securities by such Subsidiary, which Guarantee shall be senior to or  pari passu with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness. Any such Guarantee by a Subsidiary of the Securities shall
provide by its terms that it shall be automatically and unconditionally released and discharged upon the sale or other disposition, by way of merger or otherwise, to any Person not an Affiliate of the
Company, of all of the Company's stock in, or all or substantially all the assets of, such Subsidiary, which sale or other
disposition is made in compliance with, and the Net Proceeds therefrom are applied in accordance with, the applicable provisions hereof. The foregoing provisions shall not be applicable to any one or
more Guarantees of up to $10.0 million in aggregate principal amount of Indebtedness of the Company at any time outstanding. 


SECTION 3.17.  NO AMENDMENT TO SUBORDINATION PROVISIONS OF SENIOR SUBORDINATED NOTES INDENTURE.  


    The Company shall not amend, modify or alter the Senior Subordinated Notes Indenture in any way that would (i) increase the principal amount of, advance
the final maturity date of or shorten the Weighted Average Life to Maturity of any Senior Subordinated Notes such that the final maturity date of the Senior Subordinated Notes is earlier than the 91st
day following the final maturity date of the Securities or (ii) amend the provisions of Article 10 of the Senior Subordinated Notes Indenture (which relates to subordination) or any of
the defined terms used therein in a manner that would be adverse to the Holders of the Securities. 


 
 

ARTICLE 4
  SUCCESSORS    
  


SECTION 4.01.  LIMITATIONS ON MERGERS, CONSOLIDATIONS OR SALES OF ASSETS.  


    The Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless: 



	(i)
	the
Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state
thereof or the District of Columbia; 



27





 



	(ii)
	the
entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such
sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the Obligations of the Company under this Indenture and the Securities pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee;



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



	(iv)
	the
Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been made (A) shall have Consolidated Net Worth immediately after the transaction equal to or greater than the
Consolidated Net Worth of the Company immediately preceding the transaction and (B) shall, at the time of such transaction and after giving pro forma effect thereto as if such transaction had
occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
in the first paragraph of Section 3.09 hereof. 




    The
Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel, covering
clauses (i) through (iv) above, stating that the proposed transaction and such supplemental indenture comply with this Indenture. The Trustee shall be entitled to conclusively rely upon
such Officers' Certificate and Opinion of Counsel. 


SECTION 4.02.  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 accordance with Section 4.01 hereof, the successor corporation 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 corporation), and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person has been named as the Company, herein. 


 
 

ARTICLE 5
  DEFAULTS AND REMEDIES    
  


SECTION 5.01.  EVENTS OF DEFAULT.  


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



	(i)
	default
for 30 days in the payment when due of interest on the Securities;



	(ii)
	default
in payment when due of the principal of or premium, if any, on the Securities at maturity or otherwise;



	(iii)
	failure
by the Company to comply with the provisions of Sections 3.07, 3.09, 3.10, or 3.13 hereof;



	(iv)
	failure
by the Company to comply with any other covenant or agreement in the Indenture or the Securities for the period and after the notice
specified below;



	(v)
	any
default that occurs 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 



28





 


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
exists on the date hereof or is created after the date hereof, which default (a) constitutes 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 any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or that has
been so accelerated, aggregates $25.0 million or more; 



	(vi)
	failure
by the Company or any of its Significant Subsidiaries to pay a final judgment or final judgments aggregating in excess of
$25.0 million entered by a court or courts of competent jurisdiction against the Company or any of its Significant Subsidiaries if such final judgment or judgments remain unpaid or undischarged
for a period (during which execution shall not be effectively stayed) of 60 days after their entry;



	(vii)
	the
Company or any Significant Subsidiary thereof pursuant to or within the meaning of any Bankruptcy Law:



	(a)
	commences
a voluntary case,



	(b)
	consents
to the entry of an order for relief against it in an involuntary case in which it is the debtor,



	(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)
	admits
in writing its inability generally to pay its debts as the same become due; and 









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



	(a)
	is
for relief against the Company or any Significant Subsidiary thereof in an involuntary case in which it is the debtor,



	(b)
	appoints
a Custodian of the Company or any Significant Subsidiary thereof or for all or substantially all of the property of the Company or any Significant Subsidiary thereof, or



	(c)
	orders
the liquidation of the Company or any Significant Subsidiary thereof, 







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




    The
term "Bankruptcy Law" means title 11, U.S. Code or any similar federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 


    A
Default under clause (iv) is not an Event of Default until the Trustee notifies the Company in writing, or the Holders of at least 25% in principal amount of the then
outstanding Securities notify the Company and the Trustee in writing, of the Default and the Company does not cure the Default within 60 days after receipt of such notice. The written notice
must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." 


SECTION 5.02.  ACCELERATION.  


    If any Event of Default (other than an Event of Default specified in clause (vii) or (viii) of Section 5.01 hereof) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities by written notice to the Company and the Trustee, may
declare the unpaid principal of, premium, if any, and any accrued and unpaid interest on all the Securities to be due and payable immediately. Upon such declaration the 


29





 


principal, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in clause (vii) or (viii) of Section 5.01 hereof occurs with
respect to the Company or any Significant Subsidiary thereof such an amount shall IPSO FACTO become and be immediately due and payable without further action or notice on the part of the Trustee or
any Holder. 


    If
an Event of Default occurs under this Indenture prior to the maturity of the Securities by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding the prohibition on redemption of such Securities prior to the date of maturity, then a premium with respect thereto (expressed as a percentage of the amount that
would otherwise be due but for the provisions of this sentence) shall become and be immediately due and payable to the extent permitted by law upon the acceleration of such Securities if such Event of
Default occurs during the twelve-month period beginning on December 1 of the years set forth below: 



	Year
 
	 	Percentage
	 
	1995	 	108.625	%
	1996	 	107.547	%
	1997	 	106.469	%
	1998	 	105.391	%
	1999	 	104.313	%
	2000	 	103.234	%
	2001	 	102.156	%
	2002	 	101.078	%






If
an Event of Default occurs during the period beginning on October 16, 1995 and ending on November 30, 1995, then the applicable premium shall be 108.625%. 


    Any
determination regarding the primary purpose of any such action or inaction, as the case may be, shall be made by and set forth in a resolution of the Board of Directors (including
the concurrence of a majority of the independent directors of the Company then serving) delivered to the Trustee after consideration of the business reasons for such action or inaction, other than the
avoidance of payment of such premium or prohibition on redemption. In the absence of fraud, each such determination shall be final and binding upon the Holders of Securities. Subject to
Section 6.01 hereof, the Trustee shall be entitled to rely on the determination set forth in any such resolutions delivered to the Trustee. 


SECTION 5.03.  OTHER REMEDIES.  


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


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


SECTION 5.04.  WAIVER OF PAST DEFAULTS.  


    The Holders of not less than a majority in aggregate principal amount of the Securities then outstanding by written notice to the Trustee may on behalf of the
Holders of all of the Securities 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 the
principal of, premium, if any, or interest on any Security. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising 


30





 



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 5.05.  CONTROL BY MAJORITY.  


    Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on 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. The Trustee may take any other action which it deems proper which is not inconsistent
with any such direction. 


SECTION 5.06.  LIMITATION ON SUITS.  


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



	(i)
	the
Holder gives to the Trustee written notice of a continuing Event of Default;



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



	(iii)
	such
Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or
expense;



	(iv)
	the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of
indemnity; and



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




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


SECTION 5.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT.  


    Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on the Security,
on or after the respective due dates expressed in the Security, 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 the Holder. 


SECTION 5.08.  COLLECTION SUIT BY TRUSTEE.  


    If an Event of Default specified in Section 5.01(i) or (ii) hereof 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 or any other obligor for the whole amount of principal, premium, if any, and interest remaining unpaid on the Securities and
interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover amounts due the Trustee under Section 6.07 hereof, including the costs
and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 


31







  




SECTION 5.09.  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 allowed in any judicial proceedings relative
to the Company (or any other obligor upon the Securities), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 6.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07 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 which 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 Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding. 


SECTION 5.10.  PRIORITIES.  


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


    First:
to the Trustee, its agents and attorneys for amounts due under Section 6.07, including payment of all compensation, expense and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection; 


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


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


    The
Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.10 upon five Business Days prior notice to the Company. 


SECTION 5.11.  UNDERTAKING FOR COSTS.  


    In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 5.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding
Securities. 


32





 
 
 

ARTICLE 6
  TRUSTEE    
  


SECTION 6.01.  DUTIES OF TRUSTEE.  



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


    (ii) Except
during the continuance of an Event of Default known to the Trustee: 



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



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





    (iii) 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: 



	(a)
	this
paragraph does not limit the effect of paragraph (ii) of this Section;



	(b)
	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



	(c)
	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 5.05
hereof. 




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


    (v) No
provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee may refuse to perform any duty or
exercise any right or power unless it receives security and indemnity satisfactory to it against any loss, liability or expense. 


    (vi) 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. Absent written instruction
from the Company, the Trustee shall not be required to invest any such money. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 


   (vii) The
Trustee shall not be deemed to have knowledge of any matter unless such matter is actually known to a Responsible Officer. 




SECTION 6.02.  RIGHTS OF TRUSTEE.  



     (i) 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. 



33





 


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


    (iii) 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. 


    (iv) The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred
upon it by this Indenture. A permissive right granted to the Trustee hereunder shall not be deemed an obligation to act. 



    (v) 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. 




SECTION 6.03.  INDIVIDUAL RIGHTS OF TRUSTEE.  


    The Trustee in its individual or any other capacity may become the owner or pledgee of Securities 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. Any Agent may do the same with like rights. However, the Trustee is subject to Sections 6.10 and 6.11 hereof. 



SECTION 6.04.  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 Securities, nor shall it be
accountable for the Company's use of the proceeds from the Securities or any money paid to the Company or upon the Company's direction under any provision of this Indenture, nor shall it be
responsible for the use or application of any money received by any Paying Agent other than the Trustee, nor shall it be responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities or pursuant to this Indenture other than its certificate of authentication. 



SECTION 6.05.  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 on any Security, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders. 


SECTION 6.06.  REPORTS BY TRUSTEE TO HOLDERS.  


    Within 60 days after each December 31 beginning with the December 31 following the date hereof, the Trustee shall mail to the Holders a
brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b). The Trustee shall also transmit by mail all reports as required by TIA
§ 313(c). 


    A
copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with the Commission and each stock exchange on which the Securities are
listed. The Company shall promptly notify the Trustee when the Securities are listed on any stock exchange. 


34





 

SECTION 6.07.  COMPENSATION AND INDEMNITY.  


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


    The
Company shall indemnify the Trustee against any and all losses, liabilities, damages, claims or expenses incurred by it arising out of or in connection with the acceptance of its
duties and the administration of the trusts under this Indenture, except as set forth below. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. 


    The
obligations of the Company under this Section 6.07 shall survive the satisfaction and discharge of this Indenture. 


    The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through its own negligence or bad faith. 


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


    When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(vii) or (viii) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 


SECTION 6.08.  REPLACEMENT OF TRUSTEE.  


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


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



    (1) the
Trustee fails to comply with Section 6.10 hereof; 


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



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


    (4) the
Trustee becomes incapable of acting. 




    If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee 


35





 


takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company. 


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


    If
the Trustee after written request by any Holder who has been a Holder for at least six months fails to comply with Section 6.10 hereof, such Holder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 



    A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. 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 6.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 6.08, the Company's obligations under Section 6.07 hereof shall
continue for the benefit of the retiring Trustee. 


SECTION 6.09.  SUCCESSOR TRUSTEE OR AGENT BY MERGER, ETC.  


    If the Trustee or any Agent 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 or Agent. 


SECTION 6.10.  ELIGIBILITY; DISQUALIFICATION.  


    There shall at all times be a Trustee hereunder which shall be a corporation organized and doing business under the laws of the United States of America or of
any state thereof authorized under such laws to exercise corporate trustee power, shall be subject to supervision or examination by federal or state authority and shall have 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 § 310(a)(1), (2) and (5). The Trustee is subject to TIA
§ 310(b). 


SECTION 6.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.  



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


 
 

ARTICLE 7
  DISCHARGE OF INDENTURE    
  


SECTION 7.01.  DEFEASANCE AND DISCHARGE OF THIS INDENTURE AND THE SECURITIES.  


    The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, with respect to the
Securities, elect to have either Section 7.02 or 7.03 hereof be applied to all outstanding Securities upon compliance with the conditions set forth below in this Article 7. 


36





 

SECTION 7.02.  LEGAL DEFEASANCE AND DISCHARGE.  


    Upon the Company's exercise under Section 7.01 hereof of the option applicable to this Section 7.02, the Company shall be deemed to have been
discharged from its obligations with respect to all outstanding Securities on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding
Securities, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 7.05 hereof and the other Sections of this Indenture referred to in clauses (i) and
(ii) of this Section 7.02, and to have satisfied all its other obligations under such Securities and this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders
of outstanding Securities to receive solely from the trust fund described in Section 7.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium,
if any, and interest on such Securities when such payments are due, (ii) the Company's obligations with respect to such Securities under Sections 2.04, 2.06, 2.07, 2.10 and 3.02 hereof,
(iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including, without limitation, the Trustee's rights under Section 6.07 hereof, and the Company's
obligations in connection therewith and (iv) this Article 7. Subject to compliance with this Article 7, the Company may exercise its option under this Section 7.02
notwithstanding the prior exercise of its option under Section 7.03 hereof with respect to the Securities. 


SECTION 7.03.  COVENANT DEFEASANCE.  


    Upon the Company's exercise under Section 7.01 hereof of the option applicable to this Section 7.03, the Company shall be released from its
obligations under the covenants contained in Sections 2.15, 3.07, 3.08, 3.09, 3.10, 3.11, 3.12, 3.13, 3.15, 3.16 and 3.17 and Article 4 hereof with respect to the outstanding Securities on and
after the date the conditions set forth below are satisfied (hereinafter, "Covenant Defeasance"), and the Securities 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 Securities shall not be deemed outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the
outstanding Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 5.01(iii) hereof, but, except as specified above, the remainder of this Indenture and such Securities shall be
unaffected thereby. In addition, upon the Company's exercise under Section 7.01 hereof of the option applicable to this Section 7.03, Sections 5.01(iv) through
5.01(vi) hereof shall not constitute Events of Default. 


SECTION 7.04.  CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.  


    The following shall be the conditions to application of either Section 7.02 or Section 7.03 hereof to the outstanding Securities: 



     (i) The
Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 6.10 who
shall agree to comply with the provisions of this Article 7 applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such Securities, (a) cash in U.S. Dollars in an amount, or (b) non-callable Government Securities that through the
scheduled payment of principal and interest in respect thereof in 



37





 


accordance with their terms will provide, not later than one day before the due date of any payment, cash in U.S. Dollars in an amount, or (c) a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall
be applied by the Trustee (or other qualifying trustee) to pay and discharge the principal of, premium, if any, and interest on such outstanding Securities on the stated maturity date of such
principal or installment of principal, premium, if any, or interest. 


    (ii) In
the case of an election under Section 7.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date hereof, 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 Securities will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred. 


    (iii) In
the case of an election under Section 7.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming
that the Holders of the outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred. 


    (iv) No
Default or Event of Default with respect to the Securities shall have occurred and be continuing on the date of such deposit (other than a Default or Event of
Default resulting from the borrowing of funds to be applied to such deposit) or, insofar as Section 5.01(vii) or 5.01(viii) hereof is concerned, at any time in the period ending
on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period). 


    (v) Such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other
than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (other than a breach, violation or default resulting from
the borrowing of funds to be applied to such deposit). 


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


   (vii) The
Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit made by the Company pursuant to its election under
Section 7.02 or 7.03 hereof was not made by the Company with the intent of preferring the Holders of the Securities over the other creditors of the Company with the intent of defeating,
hindering, delaying or defrauding creditors of the Company or others. 


   (viii) The
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel in the United States, each stating that all conditions
precedent provided for relating to either the Legal Defeasance under Section 7.02 hereof or the Covenant Defeasance under Section 7.03 hereof (as the case may be) have been complied with
as contemplated by this Section 7.04. 



38





 

SECTION 7.05.  DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.  


    Subject to Section 7.06 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 7.05, the "Trustee") pursuant to Section 7.04 hereof in respect of the outstanding Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Securities 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 Securities of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not
be segregated from other funds except to the extent required by law. 


    The
Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities
deposited pursuant to Section 7.04 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 Securities. 


    Anything
in this Article 7 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company's request any money or
non-callable Government Securities held by it as provided in Section 7.04 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 7.04(i) hereof), are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 



SECTION 7.06.  REPAYMENT TO COMPANY.  


    Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its written request or
(if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the  New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be
repaid to the Company. 


SECTION 7.07.  REINSTATEMENT.  


    If the Trustee or Paying Agent is unable to apply any U.S. Dollars or non-callable Government Securities in accordance with Section 7.02 or
7.03 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 Company's
obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to Section 7.02 or 7.03 hereof until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section 7.02 or 7.03 hereof, as the case may be; provided, however, that, if
the Company makes any payment of principal of, premium, if any, or interest on any Security following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders
of such Security to receive such payment from the money held by the Trustee or Paying Agent. 


39






  



 
 

ARTICLE 8
  AMENDMENT, SUPPLEMENT AND WAIVER    
  


SECTION 8.01.  WITHOUT CONSENT OF HOLDERS.  


    The Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder: 



	(i)
	to
cure any ambiguity, defect or inconsistency;



	(ii)
	to
provide for uncertificated Securities in addition to or in place of certificated Securities;



	(iii)
	to
provide for any supplemental indenture required pursuant to Section 3.16 hereof;



	(iv)
	to
provide for the assumption of the Company's obligations to the Holders of the Securities in the case of a merger, consolidation or sale of
assets pursuant to Article 4 hereof;



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



	(vi)
	to
comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. 




    Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of
the documents described in Section 8.06 hereof, the Trustee shall join with the Company in the execution of any
supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not
be obligated to enter into such supplemental indenture which affects its own rights, duties or immunities under this Indenture or otherwise. 


SECTION 8.02.  WITH CONSENT OF HOLDERS.  


    Except as provided in the next succeeding paragraphs, this Indenture or the Securities may be amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange offer for such Securities), and any existing default
or compliance with any provision of this Indenture or the Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Securities (including
consents obtained in connection with a tender offer or exchange offer for such Securities). 


    Upon
the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such 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 8.06 hereof, the Trustee shall
join with the Company in the execution of such supplemental indenture unless such supplemental indenture 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 supplemental indenture. 



    It
shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient
if such consent approves the substance thereof. 


    After
an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.
Subject to Sections 5.04 and 5.07 hereof, the Holders of a majority in aggregate principal amount of the Securities then 


40





 


outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities. Without the consent of each Holder affected, however, an amendment or
waiver may not (with respect to any Security held by a non-consenting Holder): 



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



	(ii)
	reduce
the principal of or change the fixed maturity of any Security;



	(iii)
	reduce
the rate of or change the time for payment of interest on any Security;



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



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



	(vi)
	make
any change in Section 5.04 or 5.07 hereof; or



	(vii)
	make
any change in this sentence of this Section 8.02. 




SECTION 8.03.  COMPLIANCE WITH TIA.  


    Every amendment to this Indenture or the Securities shall be set forth in a supplemental indenture that complies with the TIA as then in effect. 


SECTION 8.04.  REVOCATION AND EFFECT OF CONSENTS.  


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


    The
Company may, but shall not be obligated to, fix a record date for determining which Holders must consent to such amendment or waiver. If the Company fixes a record date, the
record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to
such solicitation pursuant to Section 2.05 hereof or (ii) such other date as the Company shall designate. 



SECTION 8.05.  NOTATION ON OR EXCHANGE OF SECURITIES.  


    The Trustee may place an appropriate notation about an amendment or waiver on any Security thereafter authenticated. The Company in exchange for all Securities
may issue and the Trustee shall authenticate new Securities that reflect the amendment or waiver. 


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


SECTION 8.06.  TRUSTEE TO SIGN AMENDMENTS, ETC.  


    The Trustee shall sign any amendment or supplemental indenture authorized pursuant to this Article 8 if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment or supplemental indenture, the Trustee shall
be entitled to receive and, subject to 


41





 


Section 6.01, shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel as conclusive evidence that such amendment or Supplemental Indenture is authorized or
permitted by this Indenture, that it is not inconsistent herewith, and that it shall be valid and binding upon the Company in accordance with its terms. The Company may not sign an amendment or
supplemental indenture until the Board of Directors approves it. 


 
 

ARTICLE 9
  MISCELLANEOUS    
  


SECTION 9.01.  TIA 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 9.02.  NOTICES.  


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




If
to the Company: 


Tenet
Healthcare Corporation

2700 Colorado Avenue

Santa Monica, California 90404

Telecopier No.: (310) 998-6700

Attention: Treasurer 


With
a copy to: 


Skadden,
Arps, Slate, Meagher & Flom

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

Telecopier No.: (213) 687-5600

Attention: Brian J. McCarthy 


If
to the Trustee: 


The
Bank of New York

101 Barclay Street, 21 West

New York, New York 10286

Telecopier No.: (212) 815-5915

Attention: Corporate Trust Trustee Administration 





    The
Company 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. 


    Unless
otherwise set forth above, 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 


42






 


required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 


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


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



SECTION 9.03.  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 Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). 


SECTION 9.04.  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
Officers' Certificate (which shall include the statements set  forth in Section 9.05 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 (which shall include the statements set  forth in Section 9.05 hereof) stating that, in the opinion of such counsel,
  all such conditions precedent and covenants have been satisfied. 




SECTION 9.05.  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.  


    Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant
to TIA Section 314(a)(4)) shall 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 has made such  examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been satisfied; and 


    (4) a
statement as to whether or not, in the opinion of such person,  such condition or covenant has been satisfied; provided,
however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officers' Certificate or certificates of public officials. 




SECTION 9.06.  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 9.07.  LEGAL HOLIDAYS.  


    A "Legal Holiday" is 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 or obligated 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 


43





 


that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 


SECTION 9.08.  NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS.  


    No director, officer, employee, incorporator or shareholder of the Company, as such, shall have any liability for any obligations of the Company under the
Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Securities by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for issuance of the Securities. Such waiver may not be effective to waive liabilities under the federal securities laws and it is
the view of the Commission that such a waiver is against public policy. 


SECTION 9.09.  DUPLICATE ORIGINALS.  


    The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. 



SECTION 9.10.  GOVERNING LAW.  


    The internal law of the State of New York, shall govern and be used to construe this Indenture and the Securities, without regard to the conflict of laws
provisions thereof. 


SECTION 9.11.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.  


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



SECTION 9.12.  SUCCESSORS.  


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


SECTION 9.13.  SEVERABILITY.  


    In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 



SECTION 9.14.  COUNTERPART ORIGINALS.  


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


SECTION 9.15.  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. 


44







 
 

SIGNATURES    
  



	

Dated as of October 16, 1995	
 	

TENET HEALTHCARE CORPORATION
	

 	
 	

 	

 
	 	 	By:	/s/ MARIS ANDERSONS

	 	 	Name:	Maris Andersons
	 	 	Title:	Senior Vice President
	Attest:	 	 	 
	

 	
 	

 	

 
	/s/ Alan Lundgren
	 	(SEAL)	 
	Alan Lundgren

Assistant Secretary	 	 	 
	

Dated as of October 16, 1995	
 	

THE BANK OF NEW YORK, as Trustee
	

 	
 	

 	

 
	 	 	By:	/s/ VIVIAN GEORGES

	 	 	Name:	Vivian Georges
	 	 	Title:	Assistant Vice President
	Attest:	 	 	 
	

 	
 	

 	

 
	/s/ ILLEGIBLE
	 	(SEAL)	 








  



 
 

EXHIBIT A    
  


(Face
of Security) 


85/8
Senior Note

due December 1, 2003 



	CUSIP:	 	 
	No.	 	$       




TENET
HEALTHCARE CORPORATION 


promises
to pay to 







or its registered assigns, the principal sum of 







Dollars on December 1, 2003. 


Interest
Payment Dates: June 1 and December 1, commencing December 1, 1995 


Record
Dates: May 15 and November 15 (whether or not a Business Day). 



	TENET HEALTHCARE CORPORATION	 	 	 
	

By:	

	
 	

 
	

Dated:	

	

,	

	
 	

 
	

(SEAL)	

 	
 	

 
	

Trustee's Certificate of Authentication:	
 	

 
	

This is one of the Securities referred to in the within-mentioned Indenture:
	

The Bank of New York, as Trustee	
 	

 
	

By:	

  
 Authorized Signatory	
 	

 




A–1






  



 
 

EXHIBIT B    
  


FORM OF SUPPLEMENTAL INDENTURE  



    SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of            ,
between            (the "Guarantor"), a subsidiary of Tenet
Healthcare Corporation (or its successor), a Nevada corporation (the "Company"), and The Bank of New York, as trustee under the indenture referred to below (the "Trustee"). 


W I T N E S S E T H:  


    WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of October 16, 1995, providing for
the issuance of an aggregate principal amount of $500,000,000 of 85/8% Senior Notes due 2003 (the "Securities"); 



    WHEREAS,
Section 3.16 of the Indenture provides that under certain circumstances the Company is required to cause the Guarantor to execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guarantor shall guarantee the payment of the Securities pursuant to a Guarantee on the terms and conditions set forth herein; and 


    WHEREAS,
pursuant to Section 8.01 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 Guarantor and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the Securities 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 Guarantor hereby unconditionally guarantees to each Holder of a Security
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or the Obligations of the
Company hereunder and thereunder, that: (a) the principal of, premium, if any, and interest on the Securities will be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest on the Securities and all other payment Obligations of
the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Securities or any of such other payment Obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when due of any amount so guaranteed for whatever reason the Guarantor shall be obligated to pay the same
immediately. An Event of Default under the Indenture or the Securities shall constitute an event of default under this Guarantee, and shall entitle the Holders of Securities to accelerate the
Obligations of the Guarantor hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantor hereby agrees that its Obligations hereunder shall be unconditional,
irrespective of the validity, regularity or enforceability of the Securities or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities 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 the Guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance
of the 


B–1





 


Obligations contained in the Securities and the Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantor, or any Custodian, Trustee,
liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of
any Obligations guaranteed hereby. The Guarantor further agrees that, as between the Guarantor, on one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article 5 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 5 of the
Indenture, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guarantee. 



    3.  EXECUTION AND DELIVERY OF GUARANTEE.  To evidence its Guarantee set forth in Section 2, the
Guarantor hereby agrees that a notation of such Guarantee substantially in the form of Exhibit A
shall be endorsed by an officer of such Guarantor on each Security authenticated and delivered by the Trustee and that this Supplemental Indenture shall be executed on behalf of such Guarantor, by
manual or facsimile signature, by its President or one of its Vice Presidents. 


    The
Guarantor hereby agrees that its Guarantee set forth in Section 2 shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation
of such Guarantee. 


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


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


    4.  GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.  



    (a) Except
as set forth in Articles 3 and 4 of the Indenture, nothing contained in this Supplemental Indenture or in the Securities shall prevent any consolidation or
merger of the Guarantor with or into the Company or any Subsidiary of the Company that has executed and delivered a supplemental indenture substantially in the form hereof or shall prevent any sale or
conveyance of the property of the Guarantor as an entirety or substantially as an entirety, to the Company or any such Subsidiary of the Company. 


    (b) Except
as provided in Section 4(a) hereof or in a transaction referred to in Section 5 hereof, the Guarantor shall not consolidate with or merge with
or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, another Person unless (1) either (x) the Guarantor shall be the
surviving Person of such merger or consolidation or (y) the surviving Person or transferee is a corporation, partnership or trust organized and existing under the laws of the United States, any
state thereof or the District of Columbia and such surviving Person or transferee shall expressly assume all the obligations of the Guarantor under this Guarantee and the Indenture pursuant to a
supplemental indenture substantially in the form hereof; (2) immediately after giving effect to such transaction (including the incurrence of any Indebtedness incurred or anticipated to be
incurred in connection with such transaction) no Default or Event of Default shall have occurred and be continuing; and (3) the Company has delivered to the Trustee an Officers' Certificate and
Opinion of Counsel, each stating that such consolidation, merger or transfer complies with the Indenture, that the surviving Person agrees to be bound thereby, and that all conditions precedent in the
Indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or 



B–2





 


otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Guarantor, the Capital Stock of which
constitutes all or substantially all of the properties and assets of the Guarantor, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. 




    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 Guarantor in accordance
with this Section 4(b) hereof, the successor corporation 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
corporation thereupon may cause to be signed any or all of the Guarantees to be endorsed upon all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Guarantees theretofore and thereafter issued in accordance with
the terms of the Indenture as though all of such Guarantees had been issued at the date of the execution hereof. 


    5.  RELEASES FOLLOWING SALE OF ASSETS.  Concurrently with any sale, lease, conveyance or other
disposition (by merger, consolidation or otherwise) of assets of the Guarantor (including, if applicable, disposition of all of the Capital Stock of the Guarantor), any Liens in favor of the Trustee
in the assets sold, leased, conveyed or otherwise disposed of shall be released; provided that in the event of an Asset Sale, such Asset Sale is
effected, and the Net Proceeds therefrom are applied, in accordance with Section 3.10 of the Indenture. If the assets sold, leased, conveyed or otherwise disposed of (by merger, consolidation
or otherwise) include all or substantially all of the assets of the Guarantor or all of the Capital Stock of the Guarantor in each case, in compliance with the terms of the Indenture, then the
Guarantor shall be automatically and unconditionally released from and relieved of its Obligations under its Guarantee; provided that in the event of an
Asset Sale, such Asset Sale is effected, and the Net Proceeds therefrom are applied, in accordance with Section 3.10 of the Indenture. Upon delivery by the Company to the Trustee of an
Officers' Certificate to the effect that such sale, lease, conveyance or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation of
Section 3.10 thereof, if applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantor from its Obligations under its Guarantee. 


    Nothing
herein shall relieve the Company from its obligation to apply the proceeds of any Asset Sale as provided in Section 3.10 of the Indenture. 


    6.  LIMITATION ON GUARANTOR LIABILITY.  For purposes hereof, the Guarantor's liability will be that
amount from time to time equal to the aggregate liability of the Guarantor hereunder, but shall be limited to the lesser of (i) the aggregate amount of the Obligations of the Company under the
Securities and the Indenture and (ii) the amount, if any, which would not have (A) rendered the Guarantor "insolvent" (as such term is defined in the federal Bankruptcy Law and in the
Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its Guarantee of the Securities was entered into, after giving effect to the
incurrence of existing Indebtedness immediately prior to such time; provided that it shall be a presumption in any lawsuit or other
proceeding in which the Guarantor is a party that the amount guaranteed pursuant to its Guarantee is the amount set forth in clause (i) above unless any creditor, or representative of creditors
of the Guarantor, or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate liability of the Guarantor is limited to the amount set forth
in clause (ii). In making any determination as to the solvency or sufficiency of capital of the Guarantor in accordance with the previous sentence, the right of the Guarantor to contribution
from other Subsidiaries of the Company that have executed and delivered a supplemental indenture substantially in the form hereof and any other rights the Guarantor may have, contractual or otherwise,
shall be taken into account. 


B–3





 


    7.  "TRUSTEE" TO INCLUDE PAYING AGENT.  In case at any time any Paying Agent other than the Trustee shall
have been appointed by the Company and be then acting under the Indenture, the term "Trustee" as used in this Supplemental Indenture shall in each case (unless the context shall otherwise require) be
construed as extending to and including such Paying Agent within its meaning as fully and for all intents and purposes as if such Paying Agent were named in this Supplemental Indenture in place of the
Trustee. 


    8.  NO RECOURSE AGAINST OTHERS.  No director, officer, employee, incorporator or stockholder of the
Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantor under the Securities, any 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 Securities by accepting a Security waives and releases all such liability. The waiver and release are
part of the consideration for issuance of the Securities. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a
waiver is against public policy. 


    9.  NEW YORK LAW TO GOVERN.  The internal law of the State of New York shall govern and be used to
construe this Supplemental Indenture. 



    10.  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. 


    11.  EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the
construction hereof. 


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:	
	 	,	

	

[Guarantor]	

 	
 	

 	

 
	

By:	


	Name:	 	 	 
	Title:	 	 	 
	

The Bank of New York,

                  as Trustee	
 	

 	

 
	

By:	


	Name:	 	 	 
	Title:	 	 	 




B–4





 
EXHIBIT A TO SUPPLEMENTAL INDENTURE

GUARANTEE  


    The Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or the Obligations of the Company to the Holders or the Trustee under the Securities or under the
Indenture, that: (a) the principal of, and premium, if any, and interest on the Securities will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise,
and interest on overdue principal, premium, if any, and (to the extent permitted by law) interest on any interest on the Securities and all other payment Obligations of the Company to the Holders or
the Trustee under the Indenture or under the Securities will be promptly paid in full, all in accordance with the terms thereof; and (b) in case of any extension of time of payment or renewal
of any Securities or any of such other payment Obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration, redemption or otherwise. Failing payment when due of any amount so guaranteed, for whatever reason, the Guarantor shall be obligated to pay the same immediately. 



    The
obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in a Supplemental Indenture,
dated as of            ,    to the Indenture, and reference is hereby made to the Indenture, as supplemented, for the precise terms of this Guarantee. 


    This
is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its respective successors and assigns to the extent set forth in
the Indenture until full and final payment of all of the Company's Obligations under the Securities and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders of Securities and, in the event of any transfer or assignment of rights by any Holder of Securities or the Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This a Guarantee of payment and not a guarantee of collection. 


    This
Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by
the Trustee under the Indenture by the manual signature of one of its authorized signatories. 


    For
purposes hereof, the Guarantor's liability will be that amount from time to time equal to the aggregate liability of the Guarantor hereunder, but shall be limited to the lesser of
(i) the aggregate amount of the Obligations of the Company under the Securities and the Indenture and (ii) the amount, if any, which would not have (A) rendered the Guarantor
"insolvent" (as such term is defined in the federal Bankruptcy Law and in the Debtor and Creditor Law of the State of New York) or (B) left it with unreasonably small capital at the time its
Guarantee of the Securities was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided
that it shall be a presumption in any lawsuit or other proceeding in which the Guarantor is a party that the amount guaranteed pursuant to its Guarantee is the amount set forth in clause (i)
above unless any creditor, or representative of creditors of the Guarantor, or debtor in possession or trustee in bankruptcy of the Guarantor, otherwise proves in such a lawsuit that the aggregate
liability of the Guarantor is limited to the amount set forth in clause (ii). The Indenture provides that, in making any determination as to the solvency or sufficiency of capital of a
Guarantor in accordance with the previous sentence, the right of the Guarantor to contribution from other Subsidiaries of the Company that have become Guarantors and any other rights the Guarantor may
have, contractual or otherwise, shall be taken into account. 


B–5






 


    Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. 



	 	 	[GUARANTOR]
	

 	
 	

By:	
 	


	 	 	 	 	Name:
	 	 	 	 	Title:




B–6









QuickLinks


TABLE OF CONTENTS

CROSS-REFERENCE TABLE



ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE


ARTICLE 2 THE SECURITIES; OFFER TO PURCHASE PROCEDURES


ARTICLE 3 COVENANTS


ARTICLE 4 SUCCESSORS

ARTICLE 5 DEFAULTS AND REMEDIES


ARTICLE 6 TRUSTEE

ARTICLE 7 DISCHARGE OF INDENTURE


ARTICLE 8 AMENDMENT, SUPPLEMENT AND WAIVER

ARTICLE 9 MISCELLANEOUS


SIGNATURES


EXHIBIT A


EXHIBIT B