EX-4.2 FORM OF INDENTURE






Exhibit 4.2




 





WEBMD HEALTH CORP.




and




WILMINGTON TRUST COMPANY



as Trustee




INDENTURE




Dated as of [     ], 2008




$[     ],000,000 Principal Amount



11% Pay-In-Kind Redeemable Subordinated Notes due [        ], 2014




 





 









 





CROSS-REFERENCE TABLE*




	 	 	 	 	 
	TIA Section	 	Indenture Section
	310
	 	(a)(1)	 	7.10
	 
	 	(a)(2)	 	7.10
	 
	 	(a)(3)	 	N.A.
	 
	 	(a)(4)	 	N.A.
	 
	 	(b)	 	7.08; 7.10; 12.02
	 
	 	(c)	 	N.A.
	311
	 	(a)	 	7.11
	 
	 	(b)	 	7.11
	 
	 	(c)	 	N/A
	312
	 	(a)	 	2.05
	 
	 	(b)	 	12.03
	 
	 	(c)	 	12.03
	313
	 	(a)	 	7.06
	 
	 	(b)(1)	 	N.A.
	 
	 	(b)(2)	 	7.06
	 
	 	(c)	 	7.06; 12.02
	 
	 	(d)	 	7.06
	314
	 	(a)	 	4.03
	 
	 	(b)	 	N.A.
	 
	 	(c)(1)	 	12.04
	 
	 	(c)(2)	 	12.04
	 
	 	(c)(3)	 	N.A.
	 
	 	(d)	 	N.A.
	 
	 	(e)	 	12.05
	 
	 	(f)	 	N.A.
	315
	 	(a)	 	7.01(B)
	 
	 	(b)	 	7.05; 12.02
	 
	 	(c)	 	7.01(A)
	 
	 	(d)	 	7.01(C)
	 
	 	(e)	 	6.11
	316
	 	(a)(last sentence)	 	2.09
	 
	 	(a)(1)(A)	 	6.05
	 
	 	(a)(1)(B)	 	6.04
	 
	 	(a)(2)	 	N.A.
	 
	 	(b)	 	6.07
	317
	 	(a)(1)	 	6.08
	 
	 	(a)(2)	 	6.09
	 
	 	(b)	 	2.04
	318
	 	(a)	 	12.01








 




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






 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	1.01 Definitions
	 	 	1	 
	1.02 Other Definitions
	 	 	3	 
	1.03 Incorporation by Reference of Trust Indenture Act
	 	 	4	 
	1.04 Rules of Construction
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	THE SECURITIES

	 
	 	 	 	 
	2.01 Form and Dating
	 	 	4	 
	2.02 Execution and Authentication
	 	 	5	 
	2.03 Registrar and Paying Agent
	 	 	6	 
	2.04 Paying Agent To Hold Money in Trust
	 	 	6	 
	2.05 Securityholder Lists
	 	 	6	 
	2.06 Transfer and Exchange
	 	 	6	 
	2.07 Replacement Securities
	 	 	7	 
	2.08 Outstanding Securities
	 	 	7	 
	2.09 Securities Held by the Company or an Affiliate
	 	 	8	 
	2.10 Temporary Securities
	 	 	8	 
	2.11 Cancellation
	 	 	8	 
	2.12 Defaulted Interest
	 	 	8	 
	2.13 CUSIP Numbers
	 	 	8	 
	2.14 Deposit of Moneys
	 	 	8	 
	2.15 Book-Entry Provisions for Global Securities
	 	 	9	 
	2.16 Special Transfer Provisions
	 	 	9	 
	2.17 Legends
	 	 	10	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	REDEMPTION AND REPURCHASE

	 
	 	 	 	 
	3.01 Redemption
	 	 	10	 
	3.02 Notices to Trustee of Redemption
	 	 	10	 
	3.03 Selection of Securities to Be Redeemed
	 	 	10	 
	3.04 Notice of Redemption
	 	 	11	 
	3.05 Effect of Notice of Redemption
	 	 	11	 
	3.06 Deposit of Redemption Price
	 	 	11	 
	3.07 Securities Redeemed in Part
	 	 	11	 
	3.08 Permitted Repurchases
	 	 	12	 
	3.09 [Reserved]
	 	 	12	 
	3.10 [Reserved]
	 	 	12	 
	3.11 [Reserved]
	 	 	12	 






-iii-









 






	 	 	 	 	 
	 	 	 	Page	 
	3.12 Covenant to Comply With Securities Laws Upon Purchase of Securities
	 	 	12	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	4.01 Payment of Securities
	 	 	12	 
	4.02 Maintenance of Office or Agency
	 	 	12	 
	4.03 Reports
	 	 	13	 
	4.04 Compliance Certificate
	 	 	13	 
	4.05 Stay, Extension and Usury Laws
	 	 	13	 
	4.06 Corporate Existence
	 	 	13	 
	4.07 Notice of Default
	 	 	14	 
	4.08 Tax Treatment of Securities
	 	 	14	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 
	5.01 When
Company May Merge, etc.
	 	 	14	 
	5.02 Successor Substituted
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	6.01 Events of Default
	 	 	15	 
	6.02 Acceleration
	 	 	16	 
	6.03 Other Remedies
	 	 	17	 
	6.04 Waiver of Past Defaults
	 	 	17	 
	6.05 Control by Majority
	 	 	17	 
	6.06 Limitation on Suits
	 	 	17	 
	6.07 Rights of Holders to Receive Payment
	 	 	18	 
	6.08 Collection Suit by Trustee
	 	 	18	 
	6.09 Trustee May File Proofs of Claim
	 	 	18	 
	6.10 Priorities
	 	 	18	 
	6.11 Undertaking for Costs
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	TRUSTEE

	 
	 	 	 	 
	7.01 Duties of Trustee
	 	 	19	 
	7.02 Rights of Trustee
	 	 	20	 
	7.03 Individual Rights of Trustee
	 	 	21	 
	7.04 Trustee’s Disclaimer
	 	 	21	 
	7.05 Notice of Defaults
	 	 	21	 
	7.06 Reports by Trustee to Holders
	 	 	22	 
	7.07 Compensation and Indemnity
	 	 	22	 
	7.08 Replacement of Trustee
	 	 	22	 
	7.09
Successor Trustee by Merger, etc.
	 	 	23	 






-iv-









 






	 	 	 	 	 
	 	 	 	Page	 
	7.10 Eligibility; Disqualification
	 	 	23	 
	7.11 Preferential Collection of Claims Against Company
	 	 	23	 
	 
	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 
	DISCHARGE OF INDENTURE

	 
	 	 	 	 
	8.01 Termination of the Obligations of the Company
	 	 	24	 
	8.02 Application of Trust Money
	 	 	24	 
	8.03 Repayment to Company
	 	 	25	 
	8.04 Reinstatement
	 	 	25	 
	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	AMENDMENTS

	 
	 	 	 	 
	9.01 Without Consent of Holders
	 	 	25	 
	9.02 With Consent of Holders
	 	 	26	 
	9.03 Compliance with Trust Indenture Act
	 	 	27	 
	9.04 Revocation and Effect of Consents
	 	 	27	 
	9.05 Notation on or Exchange of Securities
	 	 	27	 
	9.06 Trustee Protected
	 	 	27	 
	 
	 	 	 	 
	ARTICLE X

	 
	 	 	 	 
	[RESERVED]

	 
	 	 	 	 
	ARTICLE XI

	 
	 	 	 	 
	SUBORDINATION

	 
	 	 	 	 
	11.01 Agreement to Subordinate
	 	 	28	 
	11.02 Certain Definitions
	 	 	28	 
	11.03 Liquidation; Dissolution; Bankruptcy
	 	 	28	 
	11.04 Company Not To Make Payments with Respect to Securities in Certain Circumstances
	 	 	29	 
	11.05 Acceleration of Securities
	 	 	29	 
	11.06 When Distribution Must Be Paid Over
	 	 	29	 
	11.07 Notice by Company
	 	 	30	 
	11.08 Subrogation
	 	 	30	 
	11.09 Relative Rights
	 	 	30	 
	11.10 Subordination May Not Be Impaired by Company
	 	 	31	 
	11.11 Distribution or Notice to Representative
	 	 	31	 
	11.12 Rights of Trustee and Paying Agent
	 	 	31	 
	11.13 Officers’ Certificate
	 	 	31	 
	11.14 Not to Prevent Events of Default
	 	 	32	 






-v-









 






	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE XII

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	12.01 Trust Indenture Act Controls
	 	 	32	 
	12.02 Notices
	 	 	32	 
	12.03 Communication by Holders with Other Holders
	 	 	33	 
	12.04 Certificate and Opinion as to Conditions Precedent
	 	 	33	 
	12.05 Statements Required in Certificate or Opinion
	 	 	33	 
	12.06 Rules by Trustee and Agents
	 	 	33	 
	12.07 Legal Holidays
	 	 	34	 
	12.08 No Recourse Against Others
	 	 	34	 
	12.09 Duplicate Originals
	 	 	34	 
	12.10 Governing Law
	 	 	34	 
	12.11 No Adverse Interpretation of Other Agreements
	 	 	34	 
	12.12 Successors
	 	 	34	 
	12.13 Separability
	 	 	34	 
	12.14 Table
of Contents, Headings, etc.
	 	 	34	 






EXHIBITS




Exhibit A — Form of Global Security

Exhibit B — Form of Legends




-vi-









 





     INDENTURE, dated as of [     ], 2008, between WebMD Health Corp., a Delaware
corporation (the “Company”), and [          ], as trustee (the “Trustee”).



     Each party agrees as follows for the other parties and for the equal and ratable benefit of
the Holders of the Company’s 11% Pay-In-Kind Redeemable Subordinated Notes due [     ], 2014
(the “Securities”).



ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




     1.01 Definitions.



     “Affiliate” means any person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company. For this purpose, “control” shall mean the
power to direct the management and policies of a person through the ownership of securities, by
contract or otherwise.



     “Agent” means any Registrar, Paying Agent or co-registrar.



     “Asset Sale” means one or more direct or indirect sales of stock, business lines or material
assets outside the ordinary course of Porex, in whole or in part.



     “Board of Directors” means the board of directors of the Company or any committee thereof
authorized to act for it hereunder.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by its Board of Directors and to be in full
force and effect on the date of such certification, and delivered to the Trustee.



     “Cash” means U.S. legal tender currency.



     “Company” means the party named as such above until a successor replaces it pursuant to the
applicable provision hereof and thereafter means the successor.



     “Company Order” means a written request or order signed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President, its Chief Operating Officer, its
Chief Financial Officer, any Executive Vice President or any Vice President and by its Treasurer or
an Assistant Treasurer or its Secretary or an Assistant Secretary, and delivered to the Trustee.



     “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 12.02 or such other address as the Trustee may give notice of to the Company.



     “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.



     “Depositary” means The Depository Trust Company, its nominees and successors.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Holder” or “Securityholder” means a person in whose name a Security is registered on the
Registrar’s books.



 









 





     “Indenture” means this Indenture as amended or supplemented from time to time.



     “Maturity Date” means [          ], 2014.



     “Net Proceeds” means the cash proceeds received by the Company in respect of an Asset Sale,
net of legal, accounting and investment banking fees, and brokerage and sales commissions incurred
as a result thereof, the Company’s good faith estimation of taxes payable, but not yet paid, as a
result thereof, indebtedness that is secured by the property or assets that are the subject of an
Asset Sale and the amount of liability to indemnify for breach of any representations and
warranties, or for any guarantee or commitment obligation, in each case, to the extent materially
and adversely inconsistent in scope or amount with similar provisions of similar agreements to
which the Company is a party.



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



     “Officers’ Certificate” means a certificate signed by two Officers or by an Officer and an
Assistant Treasurer or an Assistant Secretary of the Company.



     “Opinion of Counsel” means a written opinion from legal counsel who may be an employee of or
counsel for the Company, or other counsel reasonably acceptable to the Trustee.



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



     “PIK Interest” means interest paid with respect to the Securities in the form of increasing
the outstanding principal amount of the Securities or issuing PIK Notes.



     “PIK Notes” means additional Securities issued under this Indenture in connection with a PIK
Payment having the same terms and conditions as the Securities, except the original issue date and
the date from which interest should accrue.



     “PIK Payment” means an interest payment with respect to the Securities made by increasing the
outstanding principal amount of the Securities or issuing PIK Notes.



     “Porex” means Porex Corporation, a Delaware corporation and a direct or indirect wholly-owned
subsidiary of the Company.



     “Redemption Date” means, with respect to Securities to be redeemed by the Company in
accordance with Section 3.01, the business day specified for redemption of such Security in
accordance with the terms of the Securities and this Indenture, as set forth in a notice of
redemption.



     “Redemption Price” means, with respect to Securities to be redeemed by the Company in
accordance with Section 3.01, a Cash amount equal to 100% of the outstanding principal amount of
such Securities (including paid-in-kind interest, if any).



     “Responsible Officer” shall mean, when used with respect to the Trustee, any officer of the
Trustee, including any vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee that is assigne to the Corporate Trust
Office of the Trustee and who has direct responsibility for the administration of this Indenture,
or with respect to a particular



-2-









 







matter, any other officer of the Truste to whom any corporate trust matter is referred because
of such person’s knowledge of and familiarity with the particular subject.



     “SEC” means the U.S. Securities and Exchange Commission.



     “Securities” means the 11% Pay-In-Kind Redeemable Subordinated Notes due [ ],
2014 issued by the Company pursuant to this Indenture (including PIK Notes). For purposes of this
Indenture, all references to “principal amount” of the Securities shall include any PIK Notes
issued in respect thereof (and any increase in the principal amount of the Notes) as a result of a
PIK Payment.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Significant Subsidiary” with respect to any person means any subsidiary of such person that,
from time to time, constitutes a “significant subsidiary” within the meaning of Rule 1-02 of
Regulation S-X under the Securities Act, as such regulation is in effect on the date of this
Indenture.



     “subsidiary” means (i) a corporation a majority of whose capital stock with voting power,
under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by
the Company, by one or more subsidiaries of the Company or by the Company and one or more of its
subsidiaries or (ii) any other person (other than a corporation) in which the Company, one or more
its subsidiaries or the Company and one or more its subsidiaries, directly or indirectly, at the
date of determination thereof, have at least majority ownership interest.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the
date of this Indenture, except as provided in Section 9.03.



     “Trustee” means the party named as such in this Indenture until a successor replaces it in
accordance with the provisions hereof and thereafter means the successor.



     1.02 Other Definitions.



	 	 	 	 	 
	Term	 	Defined in Section
	“Bankruptcy Law”
	 	 	6.01	 
	“business day”
	 	 	12.07	 
	“comparable yield”
	 	 	4.08	 
	“Contingent Payment Regulations”
	 	 	4.08	 
	“Custodian”
	 	 	6.01	 
	“Event of Default”
	 	 	6.01	 
	“Global Security”
	 	 	2.01	 
	“Global Security Legend”
	 	 	2.17	 
	“Indebtedness”
	 	 	11.02	 
	“Legal Holiday”
	 	 	12.07	 
	“Participants”
	 	 	2.15	 
	“Paying Agent”
	 	 	2.03	 
	“Payment Blockage”
	 	 	11.04	 
	“Payment Blockage Notice”
	 	 	11.04	 
	“Physical Securities”
	 	 	2.01	 
	“Registrar”
	 	 	2.03	 
	“Representative”
	 	 	11.02	 
	“Senior Indebtedness”
	 	 	11.02	 
	“U.S. Government Obligations”
	 	 	8.01	 






-3-









 






     1.03 Incorporation by Reference of Trust Indenture Act.



     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings: “Commission” means the SEC. All other terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule
under the TIA and not otherwise defined herein have the meanings so assigned to them.



     1.04 Rules of Construction.



     Unless the context otherwise requires:




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




     (ii) an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles in effect on the date hereof;




     (iii) “or” is not exclusive;




     (iv) words in the singular include the plural and in the plural include the singular;




     (v) provisions apply to successive events and transactions; and




     (vi) “herein,” “hereof” and other words of similar import refer to this Indenture as a
whole and not to any particular Article, Section or other subdivision.



ARTICLE II




THE SECURITIES




     2.01 Form and Dating.



     The Securities and the Trustee’s certificate of authentication shall be substantially in the
form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture.
The Securities may have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication.



     Securities offered and sold under the Securities Act shall be issued initially in the form of
one or more Global Securities, substantially in the form set forth in Exhibit A (each, a
“Global Security”), deposited with the Trustee, as custodian for the Depositary, duly executed by
the Company and authenticated by the Trustee as hereinafter provided and bearing the legends set
forth in Exhibit B. The aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made by the Trustee, as custodian for the
Depositary, as hereinafter provided.



     Securities issued in exchange for interests in a Global Security pursuant to Section 2.15 may
be issued in the form of permanent certificated Securities in registered form in substantially the
form set



-4-









 







forth in Exhibit A (the “Physical Securities”) and, if applicable, bearing any legends
required by Section 2.17.



     2.02 Execution and Authentication.



     One Officer 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 shall be conclusive evidence that the Security has been authenticated under this
Indenture.



     Upon receipt of a Company Order, the Trustee shall authenticate Securities for original issue
in the aggregate principal amount of $[     ],000,000.



     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Securities. 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 and its
Affiliates.



     If a Company Order pursuant to this Section 2.02 of the Indenture has been, or simultaneously
with the Company Order is, delivered, any instructions by the Company to the Trustee with respect
to authentication, delivery or redelivery of a Security issued in global form shall be in writing
but need not comply with Section 12.04 hereof and need not be accompanied by an Opinion of Counsel.



     The Securities shall be issuable only in registered form without interest coupons and only in
denominations of $100 principal amount and any positive integral multiple thereof subject to the
issuance of PIK Interest pursuant to Section 1 of the form of Securities set forth in Exhibit
A hereto, in which case PIK Notes may be issued in an aggregate principal amount equal to the
amount of PIK Interest paid by the Company for the applicable period, rounded up to the nearest
whole dollar.



     PIK Notes may be created and issued from time to time by the Company without notice to or
consent of the Holders and shall be consolidated with and form a single class with the Securities
and shall have the same terms as to status, redemption or otherwise as the PIK Notes of the same
series; provided that in connection with the payment of PIK Interest in respect of the Securities,
the Company is entitled to, without the consent of the Holders, increase the outstanding principal
amount of the Securities or issue PIK Notes. All Securities will be treated as a single class for
all purposes under this Indenture, including waivers, amendments, redemptions and offers to
purchase.



     On any date that PIK Notes are issued, the Trustee shall, upon receipt of a Company Order to
such effect, authenticate and deliver the PIK Notes (or increase the principal amount of any
Securities) as a result of a PIK Payment for an aggregate principal amount specified in such
Company Order for such PIK Notes (or increase the principal amount of any Securities) issued or
increased hereunder. On any interest payment date on which the Company pays PIK Interest with
respect to a Global Note representing Securities, the Trustee shall increase the principal amount
of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1.00,
for the relevant interest period on the principal amount of such Global Note on such interest
payment date, to the credit of the Holders on the relevant record date, pro rata in accordance with
their interests, and an adjustment shall be made on the books and records of the Trustee with
respect to such Global Note, by the Trustee, to reflect such increase. On any interest payment
date on which the Company pays PIK Interest by issuing definitive PIK Notes, the principal



-5-









 







amount of any such PIK Notes issued to any Holder, for the relevant interest period as of the
relevant record date for such interest payment date, shall be rounded up to the nearest $1.00.



     2.03 Registrar and Paying Agent.



     The Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange (“Registrar”) and an office or agency where Securities may
be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Securities
and of their transfer and exchange. The Company may appoint or change one or more co-registrars
and one or more additional paying agents without notice and may act in any such capacity on its own
behalf. The term “Registrar” includes any co-registrar; and the term “Paying Agent” includes any
additional paying agent.



     The Company shall enter into an appropriate agency agreement with any Agent not a party to
this Indenture. 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 any Agent not a party to
this Indenture. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such.



     The Company initially appoints the Trustee as Paying Agent and Registrar.



     2.04 Paying Agent To Hold Money in Trust.



     Each Paying Agent shall hold in trust for the benefit of the Securityholders or the Trustee
all moneys held by the Paying Agent for the payment of 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 shall have no further liability for the money. If the Company acts
as Paying Agent, it shall segregate and hold as a separate trust fund all money held by it as
Paying Agent.



     2.05 Securityholder 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 Securityholders. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee on or 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 Securityholders.



     2.06 Transfer and Exchange.



-6-









 





     Subject to Sections 2.15 and 2.16 hereof, where Securities are presented to the Registrar with
a request to register their transfer or to exchange them for an equal principal amount of
Securities of other authorized denominations, the Registrar shall register the transfer or make the
exchange if its requirements for such transaction are met. To permit registrations of transfer and
exchanges, the Trustee shall authenticate Securities at the Registrar’s request. The Company or
the Trustee, as the case may be, shall not be required (a) to issue, authenticate, register the
transfer of or exchange any Security during a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of the Securities selected for redemption under
Section 3.04 and ending at the close of business on the day of such mailing or (b) to register the
transfer of or exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of Securities being redeemed in part.



     No service charge shall be made for any transfer or exchange of Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Securities, other than exchanges pursuant to
Section 2.10, 3.01, 3.07 or 9.05 not involving any transfer.



     2.07 Replacement Securities.



     If the Holder of a Security claims that the Security has been mutilated, lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security
if the Trustee’s requirements are met and, in the case of a mutilated Security, such mutilated
Security is surrendered to the Trustee. In the case of lost, destroyed or wrongfully taken
Securities, if required by the Trustee, an indemnity bond must be provided by the Holder that is
sufficient in the judgment of the Trustee to protect the Company, the Trustee or any Agent from any
loss which any of them may suffer if a Security is replaced. The Trustee may charge for its
expenses in replacing a Security.



     In case any such mutilated, lost, destroyed or wrongfully taken Security has become or is
about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security when due.



     Every replacement Security is an additional obligation of the Company only as provided in
Section 2.08.



     2.08 Outstanding Securities.



     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. Except to the extent provided in Section 2.09, a Security does not
cease to be outstanding because the Company or one of its subsidiaries or Affiliates holds the
Security.



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



     If the Paying Agent (other than the Company) holds on a Redemption Date or maturity date money
sufficient to pay Securities payable on that date, then on and after that date, such Securities
shall be deemed to be no longer outstanding and interest on them shall cease to accrue, and such
Security shall be deemed paid whether or not the Security is delivered to the Paying Agent.
Thereafter, all other rights of the Holders of such Securities shall terminate with respect to such
Securities, other than the right to receive the Redemption Price or principal amount, as
applicable.



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     2.09 Securities Held by the Company or an Affiliate.



     In determining whether the Holders of the required aggregate principal amount of Securities
have concurred in any direction, waiver or consent, Securities owned by the Company or any of its
subsidiaries or an Affiliate shall be considered as though not outstanding, except that for the
purposes of determining whether the Trustee shall be protected in relying on any such direction,
waiver or consent, only Securities which a Responsible Officer of the Trustee knows are so owned
shall be so disregarded.



     2.10 Temporary Securities.



     Until definitive Securities are ready for delivery, the Company may prepare and, upon receipt
of a Company Order, the Trustee shall authenticate temporary Securities. Temporary Securities
shall be substantially in the form of definitive Securities but may have variations that the
Company considers appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate in accordance with Section 2.02 definitive
Securities in exchange for temporary Securities.



     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 transfer,
exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange,
payment or cancellation in accordance with its customary procedures. The Company may not issue new
Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.



     2.12 Defaulted Interest.



     If and to the extent the Company defaults in a payment of interest on the Securities, the
Company shall pay the defaulted interest in any lawful manner plus, to the extent not prohibited by
applicable statute or case law, interest payable on the defaulted interest at the rate provided in
the Securities. The Company may pay the defaulted interest to the persons who are Securityholders
on a subsequent special record date. The Company shall fix such record date and payment date. At
least 15 days before the record date, the Company shall mail to Securityholders a notice that
states the record date, payment date and amount of interest to be paid.



     2.13 CUSIP Numbers.



     The Company in issuing the Securities may use one or more “CUSIP” numbers, and if so, the
Trustee shall use the CUSIP numbers in notices of redemption or exchange as a convenience to
Holders; provided, however, that no representation is hereby deemed to be made by the Trustee as to
the correctness or accuracy of the CUSIP numbers 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 numbers.



     2.14 Deposit of Moneys.



     Prior to 11:00 a.m., New York City time, on the Maturity Date and each Redemption Date, the
Company shall deposit with the Paying Agent in immediately available funds money sufficient to make
Cash payments, if any, due on the Maturity Date and such Redemption Date, as the case may be, in a
timely manner which permits the Paying Agent to remit payment to the Holders on the Maturity Date
and such Redemption Date, as the case may be.



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     2.15 Book-Entry Provisions for Global Securities.



     (A) The Global Securities initially shall (i) be registered in the name of the Depositary or
the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) bear legends as set forth in Section 2.17.



     (B) Members of, or participants in, the Depositary (“Participants”) shall have no rights under
this Indenture with respect to any Global Security, and the Depositary may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the
Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
(i) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect
to any written certification, proxy or other authorization furnished by the Depositary or (ii)
impair, as between the Depositary and Participants, the operation of customary practices governing
the exercise of the rights of a Holder of any Security.



     (C) Transfers of Global Securities shall be limited to transfers in whole, but not in part, to
the Depositary, its successors or their respective nominees. In addition, Physical Securities
shall be transferred to all beneficial owners in exchange for their beneficial interests in Global
Securities only if (i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for any Global Security and a successor Depositary is not appointed by the
Company within 90 days of such notice or (ii) an Event of Default has occurred and is continuing
and the Registrar has received a written request from the Depositary to issue Physical Securities.
Notwithstanding the foregoing, to the extent that a Holder provides notice in writing to the
Company and Trustee that such Holder cannot hold the Securities through the Depositary, the Company
shall cause Physical Securities to be delivered, within a reasonable period of time, to such Holder
at such Holder’s registered address.



     (D) In connection with the transfer of a Global Security in its entirety to beneficial owners
pursuant to Section 2.15(C), such Global Security shall be deemed to be surrendered to the Trustee
for cancellation, and the Company shall execute, and the Trustee shall upon receipt of a Company
Order authenticate and deliver, to each beneficial owner identified by the Depositary in exchange
for its beneficial interest in such Global Security, an equal aggregate principal amount of
Physical Securities of authorized denominations.



     (E) The Holder of any Global Security may grant proxies and otherwise authorize any person,
including Participants and persons that may hold interests through Participants, to take any action
which a Holder is entitled to take under this Indenture or the Securities.



     (F) Notwithstanding any other provision of this Indenture, so long as a series of Securities
is a Global Security, th parties hereto will be bound at all times by the applicable procedures of
the Depositary with respect to such series.



     2.16 Special Transfer Provisions.



     (A) Restrictions on Transfer and Exchange of Global Securities. Notwithstanding any
other provisions of this Indenture, a Global Security may not be transferred except as a whole by
the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.



     (B) General. The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section 2.16. The Company shall
have the right to



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inspect and, at the Company’s cost and expense, make copies of all such letters,
notices or other written communications at any reasonable time upon the giving of reasonable
written notice to the Registrar, provided that such inspection shall not interfere with the
normal business operations of the Registrar.



     2.17 Legends.



     Each Global Security shall also bear the “Global Security Legend” as set forth in Exhibit B.



ARTICLE III




REDEMPTION AND REPURCHASE




     3.01 Redemption.




     (A) Redemption of the Securities, as permitted or required by any provision of this
Indenture, shall be made in accordance with Paragraphs 6 and 7 of the Securities and in
accordance with this Article III. At any time and from time to time through the business
day immediately prior to the Maturity Date, the Company will have the right to redeem for
Cash all or any part of the Securities at the applicable Redemption Price, plus accrued and
unpaid interest thereon to, but not including, the Redemption Date, provided that, if such
Redemption Date is on or after an interest record date, but on or prior to the related
interest payment date, such interest will be payable in Cash to the Holders in whose names
the Securities are registered at the close of business on the relevant record date for
payment of such interest.




     (B) Within 30 days of receipt by the Company of any Net Proceeds from an Asset Sale,
the Company shall redeem, pro rata from all Holders of the Securities, Securities in an
amount equal to such Net Proceeds.



     3.02 Notices to Trustee of Redemption.



     If the Company elects to redeem Securities pursuant to Paragraph 6 of the Securities, it shall
notify the Trustee at least 5 days prior to the mailing of the notice of redemption (unless a
shorter notice period shall be satisfactory to the Trustee) of the Redemption Date and the
aggregate principal amount of Securities to be redeemed.



     3.03 Selection of Securities to Be Redeemed.



     If the Company elects to redeem Securities pursuant to Paragraph 6 of the Securities and less
than all the Securities are to be redeemed, the Trustee shall select the Securities to be redeemed
on a pro rata basis. The Trustee shall make the selection from Securities outstanding not
previously called for redemption. The Trustee may select for redemption portions of the principal
of Securities that have denominations larger than $1001 principal amount. Securities
and portions of them it selects shall be in amounts of $100 principal amount or positive integral
multiples of $100 principal amount (or, if PIK Notes are issued or PIK Interest is paid, a minimum
of $1.00 and positive integral multiples of $1.00). The Trustee shall





 




			
	1	 	Confrim with DTC that these denominations are
acceptable.




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promptly notify the Company in writing of the Securities selected for
redemption and the principal amount thereof to be redeemed.




     The Registrar need not transfer or exchange any Securities selected for redemption, except the
unredeemed portion of the Securities redeemed in part. Also, the Registrar need not transfer or
exchange any Securities for a period of 15 days before selecting Securities to be redeemed.



     3.04 Notice of Redemption.



     At least 20 days but not more than 60 days before a Redemption Date, the Company shall mail by
first-class mail a notice of redemption to each Holder at such Holder’s registered address and
disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News or other
similarly broad public medium that is customary for such press releases.



     The notice shall identify the Securities and the aggregate principal amount thereof to be
redeemed and shall state:




     (i) the Redemption Date;




     (ii) the Redemption Price, plus the amount of accrued and unpaid interest to be paid on
the Securities called for redemption;




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




     (iv) that Securities called for redemption must be surrendered to the Paying Agent to
collect the Redemption Price, plus the amount of accrued and unpaid interest thereon; and




     (v) the CUSIP number or numbers, as the case may be, of the Securities.



     At the Company’s request, upon reasonable prior notice, the Trustee shall give the notice of
redemption in the Company’s name and at the Company’s expense; provided that the form and content
of such notice shall be prepared by the Company.



     3.05 Effect of Notice of Redemption.



     Once notice of redemption is mailed, Securities called for redemption become due and payable
on the Redemption Date at the Redemption Price, plus accrued and unpaid interest to the date of
redemption, and, on and after such date (unless the Company shall default in the payment of the
Redemption Price), such Securities shall cease to be outstanding or to bear interest. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption Price, plus accrued
interest to, but excluding, the Redemption Date, subject to the proviso to Section 3.01.



     3.06 Deposit of Redemption Price.



     On or before the Redemption Date, the Company shall, in accordance with Section 2.14, deposit
with the Paying Agent money in funds immediately available on the Redemption Date sufficient to pay
the Redemption Price of and accrued interest on all Securities to be redeemed on that date. The
Paying Agent shall return to the Company, as soon as practicable, any money not required for that
purpose.



     3.07 Securities Redeemed in Part.



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     Upon surrender of a Security that is redeemed in part, the Company shall execute and, upon
receipt of a Company Order, the Trustee shall authenticate for the Holder a new Security or
Securities in an aggregate principal amount equal to the unredeemed portion of the Security
surrendered.



     3.08 Permitted Repurchases.



     The Company or a third party may, to the extent permitted by applicable law, at any time
purchase Securities in the open market, by tender at any price or by private agreement. Any
Securities that the Company or a third party purchases may, to the extent permitted by applicable
law, be re-issued or resold or may, at the Company’s or such third party’s option, be surrendered
to the Trustee for cancellation. Any Securities surrendered for cancellation may not be re-issued
or resold and will be canceled promptly. 



     3.09 [Reserved].



     3.10 [Reserved].



     3.11 [Reserved].



     3.12 Covenant to Comply With Securities Laws Upon Purchase of Securities.



     When complying with the provisions of Section 3.01 hereof (provided that such offer or
purchase constitutes an “issuer tender offer” for purposes of Regulation 14E (which term, as used
herein, includes any successor provision thereto) under the Exchange Act at the time of such offer
or purchase), the Company shall (i) comply with the applicable provisions of Regulation 14E (or any
successor provisions) under the Exchange Act, and any other tender offer rules under the Exchange
Act that may then apply, and (ii) otherwise comply with any applicable federal and state securities
laws so as to permit the rights and obligations under Section 3.01 to be exercised in the time and
in the manner specified in Section 3.01.



ARTICLE IV




COVENANTS




     4.01 Payment of Securities.



     The Company shall pay all amounts due with respect to the Securities on the dates and in the
manner provided in the Securities. All such amounts shall be considered paid on the date due if,
in the case of Cash payments, the Paying Agent holds (or, if the Company is acting as Paying Agent,
if the Company has segregated and holds in trust in accordance with Section 2.04) on that date
money sufficient to pay the amount then due with respect to the Securities, and in the case of PIK
Payments, the Trustee is directed prior to such date to issue PIK Notes or increase the principal
amount of the Securities, in each case in an amount equal to the amount of the applicable PIK
Interest.



     The Company shall pay interest on any overdue amount (including, to the extent permitted by
applicable law, overdue interest) at the rate borne by the Securities.



     4.02 Maintenance of Office or Agency.



     The Company will 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 or Registrar) where
Securities may be surrendered for registration of transfer or exchange and where notices and
demands to or upon the



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Company in respect of the Securities and this Indenture may be served. The Company will 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 will give prompt written notice to
the Trustee of any such designation or rescission and of any change in the location of any such
other office or agency.



     The Company hereby designates the Corporate Trust Office of the Trustee as an agency of the
Company in accordance with Section 2.03.



     4.03 Reports.



     (A) The Company will comply with the provisions of TIA § 314(a).



     (B) 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 the Officers’ Certificate).



     4.04 Compliance Certificate.



     The Company shall deliver to the Trustee within 90 days after the end of each fiscal year of
the Company an Officers’ Certificate stating whether or not the signers know of any Default or
Event of Default by the Company in performing any of its obligations under this Indenture or the
Securities. If they do know of any such Default or Event of Default, the certificate shall
describe the Default or Event of Default and its status.



     4.05 Stay, Extension and Usury Laws.



     The Company covenants (to the extent that it may lawfully do so) that it will 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, which may
affect the covenants or the performance of this Indenture; and the Company (in each case, to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law has been enacted.



     4.06 Corporate Existence.



     Subject to Article V, the Company will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence and the corporate existence of each of
its Significant Subsidiaries in accordance with the respective organizational documents of each
Significant Subsidiary and the rights (charter and statutory), licenses and franchises of the
Company and its Significant Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or



-13-









 








franchise, or the corporate existence of any Significant Subsidiary, if in
the judgment of the Board of Directors (i) such preservation or existence is not material to the
conduct of business of the Company and (ii) the loss of such right, license or franchise or the
dissolution of such Significant Subsidiary does not have a material adverse impact on the Holders.



     4.07 Notice of Default.



     In the event that any Default or Event of Default shall occur, the Company will give prompt
written notice of such Default or Event of Default to the Trustee.



     4.08 Tax Treatment of Securities.



     The Company and the Holders, by purchasing a beneficial ownership interest in the Securities,
agree that if the stated principal amount of the Securities exceeds their issue price by 1.50% of
their stated principal amount or more (i) the Securities will be contingent payment debt
instruments as described in Section 1.1275-4 of the Treasury regulations promulgated by the
Department of Treasury pursuant to the Internal Revenue Code of 1986, amended (the “Contingent
Payment Regulations”), (ii) each Holder shall be bound by the Company’s application of the
Contingent Payment Regulations to the Securities, including the Company’s determination of the rate
at which interest will be deemed to accrue on the Securities for U.S. federal income tax purposes,
which is the rate comparable to the rate at which the Company would borrow on a noncontingent,
nonconvertible borrowing with no contingent payments, but with terms and conditions otherwise
comparable to the Securities (the “comparable yield”), (iii) each Holder shall use the projected
payment schedule with respect to the Securities that the holder may obtain from the Company to the
Holder, as provided in the Contingent Payment Regulations, to determine its interest accruals and
adjustments as provided in the Contingent Payment Regulations, and (iv) the Company and each Holder
will not take any position on a tax return inconsistent with clauses (i), (ii), or (iii) of this
Section 4.08, unless required by applicable law.



     The comparable yield and the schedule of projected payments are not determined for any purpose
other than for the determination of interest accruals and adjustment thereof in respect of the
Securities for U.S. federal income tax purposes. The comparable yield and the schedule of
projected payments do not constitute a projection or representation regarding the amount payable on
the Securities. A Holder may obtain the issue date and, if applicable, comparable yield and
projected payment schedule by telephoning [              ] at  [              ] or submitting a written request to: WebMD Health Corp.,  [              ].


ARTICLE V




SUCCESSORS




     5.01 When Company May Merge, etc.



     The Company shall not consolidate with or merge with or into, or convey, transfer or lease all
or substantially all of its properties and assets to, another person unless such other person is a
corporation






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organized under the laws of the United States, any State thereof or the District of Columbia
or a corporation or comparable legal entity organized under the laws of a foreign jurisdiction
(provided, however, that in the case of a transaction where the surviving entity is organized under
the laws of a foreign jurisdiction, the Company may not consummate the transaction without first
amending the terms of the Securities to provide that, in the event the Company is required under
the laws of such foreign jurisdiction (or any political subdivision thereof) to withhold or deduct
amounts in respect of taxes from payments made to Securityholders on the Securities, the Company
will pay, subject to certain standard exceptions, such additional amounts to the holders as may be
necessary so that each Securityholder will receive the same amounts it would have received had no
such withholding or deduction been required; such person assumes by supplemental indenture all the
obligations of the Company, under the Securities and this Indenture; and immediately after giving
effect to the transaction, no Default or Event of Default shall exist under the terms of this
Indenture.




     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, which may rely upon
such Officers’ Certificate as to the absence of Defaults and Events of Default, stating that the
proposed transaction and such supplemental indenture will, upon consummation of the proposed
transaction, comply with this Indenture.



     5.02 Successor Substituted.



     Upon any consolidation or merger or transfer or lease of all or substantially all of the
assets of the Company in accordance with Section 5.01, the successor person formed by such
consolidation or into which the Company is merged or to which such transfer or lease is made shall
succeed to, and, except in the case of a lease, be substituted for, and may exercise every right
and power of, and shall assume every duty and obligation of, the Company under this Indenture with
the same effect as if such successor had been named as the Company herein. When the successor
assumes all obligations of the Company hereunder, except in the case of a lease, all obligations of
the predecessor shall terminate.



ARTICLE VI




DEFAULTS AND REMEDIES




     6.01 Events of Default.



     An “Event of Default” occurs if:




     (i) the Company defaults in the payment of the principal amount or Redemption Price
with respect to any Security when the same becomes due and payable and such default
continues for a period of 30 days, whether on the Maturity Date, Redemption Date or
otherwise, except to the extent such payment shall be prohibited by the provisions of
Article XI hereof;




     (ii) the Company defaults in the payment of accrued and unpaid interest on any Security
when the same becomes due and payable and such default continues for a period of 30 days,
except to the extent such payment shall be prohibited by the provisions of Article XI
hereof;




     (iii) the Company fails to comply with any of its other agreements in the Securities or
this Indenture and the default continues for the period and after the notice specified
below;




     (iv) the Company or any of its Significant Subsidiaries pursuant to or within the
meaning of any Bankruptcy Law:



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     (A) commences a voluntary case,




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




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




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




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




     (A) is for relief against the Company or any of its Significant Subsidiaries in
an involuntary case or proceeding, or adjudicates the Company or any Significant
Subsidiary insolvent or bankrupt,




     (B) appoints a Custodian of the Company or any of its Significant Subsidiaries
for all or substantially all of the property of the Company or any such Significant
Subsidiary, as the case may be, or




     (C) orders the winding up or liquidation of the Company or any of its
Significant Subsidiaries,


and the order or decree remains unstayed and in effect for 90 consecutive 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 Section 6.01(iii) above is not an Event of Default until the Trustee or the
Holders of at least 25% in aggregate principal amount of the Securities then outstanding notify the
Company and the Trustee of the default and the default is not cured within 60 days after receipt of
the notice. The notice must specify the default, demand that it be remedied and state that the
notice is a “Notice of Default.” If the Holders of 25% in aggregate principal amount of the
outstanding Securities request the Trustee to give such notice on their behalf, the Trustee shall
do so. When a default is cured, it ceases.



     6.02 Acceleration.



     If an Event of Default (other than an Event of Default specified in Section 6.01(iv) or (v)
with respect to the Company) as to which the Trustee has received notice pursuant to the provisions
of this Indenture occurs and is continuing, the Trustee by notice to the Company or the Holders of
at least 25% in aggregate principal amount of the Securities then outstanding by notice to the
Company and the Trustee may declare the Securities to be due and payable. Upon such declaration
such principal and interest to but not including the date of payment or provision therefor shall be
due and payable immediately. If an Event of Default specified in Section 6.01(iv) or (v) with
respect to the Company occurs, the principal of and accrued interest on all the Securities shall
ipso facto become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Securityholder. The Holders of a majority in aggregate principal amount
of the Securities then outstanding by written notice to the Trustee may rescind an acceleration and
its consequences if the rescission would not conflict with any order or decree and if all existing
Events of Default have been
cured or waived except nonpayment of principal or



-16-









 







interest that has become due solely because
of the acceleration and if all amounts due to the Trustee under Section 7.07 have been paid.



     6.03 Other Remedies.



     Notwithstanding any other provision of this Indenture, if an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to
collect the payment of amounts due with respect to 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
Securityholder 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.



     6.04 Waiver of Past Defaults.



     Subject to Sections 6.07 and 9.02, the Holders of a majority in aggregate principal amount of
the Securities then outstanding by notice to the Trustee may waive any past Default or Event of
Default and its consequences, except a default in the payment of the principal amount, accrued and
unpaid interest, or any Redemption Price. When a Default or an Event of Default is waived, it is
cured and ceases for every purpose of this Indenture.



     6.05 Control by Majority.



     The Holders of a majority in aggregate principal amount of the Securities then outstanding 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, is unduly prejudicial to the rights
of other Securityholders or would involve the Trustee in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction.



     6.06 Limitation on Suits.



     Except as provided in Section 6.07, a Securityholder 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 aggregate principal amount of the Securities then
outstanding 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
reasonably 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 of indemnity; and




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



-17-









 





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



     6.07 Rights of Holders to Receive Payment.



     Notwithstanding any other provision of this Indenture, the right of any Holder to receive
payment of all amounts due with respect to the Securities (including, without limitation, PIK
Interest), on or after the respective due dates expressed in the Securities, 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.



     6.08 Collection Suit by Trustee.



     If an Event of Default specified in Section 6.01(i) or (ii) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust against the Company
for the whole amount due with respect to the Securities, including any unpaid and accrued interest.



     6.09 Trustee May File Proofs of Claim.



     The Trustee may 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, any predecessor Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company or its creditors or
properties.



     The Trustee may collect and receive any moneys or other property payable or deliverable on any
such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or similar official in any 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 the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under Section 7.07.



     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.



     6.10 Priorities.



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




     First: to the Trustee for amounts due under Section 7.07;




     Second: to holders of Senior Indebtedness to the extent required by Article XI;




     Third: to Securityholders for all amounts due and unpaid on the Securities, without
preference or priority of any kind, according to the amounts due and payable on the
Securities; and




     Fourth: to the Company.



     The Trustee, upon prior written notice to the Company may fix a record date and payment date
for any payment by it to Securityholders pursuant to this Section 6.10.




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     6.11 Undertaking for Costs.



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



ARTICLE VII




TRUSTEE




     7.01 Duties of Trustee.



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



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




     (i) the Trustee need perform only those duties that are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this Indenture against
the Trustee; and




     (ii) in the absence of bad faith, willful misconduct or negligence 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 (including, without limitation, Officer’s
Certificate and Opinion of Counsel); but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall examine the certificates and opinions to determine whether or not they conform
to the requirements of this Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).



     (C) the Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:




     (i) 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




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



     (D) Every provision of this Indenture that in any way relates to the Trustee is subject to the
provisions of this Section 7.01.



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



     7.02 Rights of Trustee.



     (A) Subject to Section 7.01, the Trustee may conclusively rely on 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; if, however, the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled during normal business hours to
examine the relevant books, records and premises of the Company, personally or by agent or attorney
upon reasonable prior notice.



     (B) Before the Trustee acts or refrains from acting, it may require the Company to deliver an
Officers’ Certificate and/or an Opinion of Counsel. 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.



     (C) Any request or direction of the Company mentioned herein shall be sufficiently evidenced
by a Company Order and any resolution of the Board of Directors shall be sufficiently evidenced by
a Board Resolution.



     (D) The Trustee may consult with counsel (such counsel to be reasonably acceptable to the
Company) and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.



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



     (F) 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 discretion, rights or powers conferred upon it by
this Indenture.



     (G) Except with respect to Section 6.01, the Trustee shall have no duty to inquire as to the
performance of the Company with respect to the covenants contained in Article IV. In addition, the
Trustee shall not be deemed to have knowledge of an Event of Default except (1) any Default or
Event of Default occurring pursuant to Sections 6.01(i) and 6.01(ii) or (2) any Default or Event of
Default of which a Responsible Officer of the Trustee shall have received written notification or
obtained actual knowledge. Delivery of reports, information and documents to the Trustee under
Article IV (other than Sections 4.04 and 4.07) is for informational purposes only and the Trustee’s
receipt of the foregoing 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).



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



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



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



     (K) No provision of this Indenture shall require the Trustee to expend or risk funds or
otherwise incur any financial liability in the performance of any of its rights or powers
hereunder, if the Trustee shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured or provided to it.



     (L) The Trustee shall incur no liability if, by reason of any provision of any present or
future law or regulation thereunder, or other action by a public authority, or by any force majeure
event, including but not limited to acts of God, war, riot, invasion, acts of foreign enemy,
foreign or domestic hostilities, strikes, terrorist attacks (actual or threatened), loss of power,
failure of electronic communication or data processing systems which failure is not within the
reasonable control of the Trustee, natural disaster, or other circumstances beyond its reasonable
control, the Trustee shall be prevented or forbidden from doing or performing any act or thing
which the terms of this Indenture provide shall or may be done or performed, or by reason of any
exercise of, or failure to exercise, any discretion provided for in this Indenture.



     (M) Whenever the Trustee is unable to decide between alternative courses of action permitted
or required by the terms of this Indenture, or is unsure as to the application, intent,
interpretation or meaning of any provision of this Indenture, the Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the Company or Holders, as applicable,
requesting instruction as to the course of action to be adopted, and, to the extent the Trustee
acts in good faith in accordance with any such instruction received from the Company or a majority of the
Holders, as applicable, the Trustee shall not be liable on account of such action to any person. If the Trustee
shall not have received appropriate instructions within ten calendar days of sending such notice
(or within such shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take or refrain from
taking such action which is consistent, in its view, with this Indenture, and the Trustee shall
have no liability to any person for any such action or inaction.



     7.03 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 of its Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee,
however, must comply with Sections 7.10 and 7.11.



     7.04 Trustee’s Disclaimer.



     The Trustee makes no representation as to the validity or adequacy of this Indenture or the
Securities; it shall not be accountable for the Company’s use of the proceeds from the Securities;
and it shall not be responsible for any statement in the Securities other than its certificate of
authentication.



     7.05 Notice of Defaults.



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     If a Default or Event of Default occurs and is continuing as to which the Trustee has received
notice pursuant to the provisions of this Indenture, the Trustee shall mail to each Securityholder
a notice of the Default or Event of Default within 30 days after the Trustee received notice of
such Default or Event of Default unless such Default or Event of Default has been cured or waived.
Except in the case of a Default or Event of Default in payment of any amounts due with respect to
any Security, the Trustee may withhold the notice if and so long as it in good faith determines
that withholding the notice is in the interests of Securityholders.



     7.06 Reports by Trustee to Holders.



     Within 60 days after each [May      ] beginning with [May      ], 2009, the
Trustee shall mail to each Securityholder if required by TIA § 313(a) a brief report dated as of
such [      ] that complies with TIA § 313(c). In such event, the Trustee also shall
comply with TIA § 313(b).



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



     7.07 Compensation and Indemnity.



     The Company shall pay to the Trustee from time to time such compensation for its services as
shall be agreed upon 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 upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and out-of-pocket expenses of the Trustee’s agents and counsel.



     The Company shall indemnify the Trustee against any and all loss, liability, damage, claim or
expense (including the reasonable fees and expenses of counsel and taxes other than those based
upon the income of the Trustee) incurred by it in connection with the acceptance or administration
of this trust and the performance of its duties hereunder, including the reasonable costs and
expenses of defending itself against any claim (whether asserted by the Company, any Holder or any
other person) or liability in connection with the exercise or performance of any of its powers and
duties hereunder. The Company need not pay for any settlement made without its consent. The
Trustee shall notify the Company promptly of any claim for which it may seek indemnification. The
Company need not reimburse any expense or indemnify against any loss or liability incurred by the
Trustee through the Trustee’s negligence, bad faith or willful misconduct.



     To secure the Company’s payment obligations in this Section 7.07, 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 amounts due on particular Securities.



     The indemnity obligations of the Company with respect to the Trustee provided for in this
Section 7.07 shall survive any resignation or removal of the Trustee.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(iv) or (v) occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.



     7.08 Replacement of Trustee.



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



     The Trustee may resign by so notifying the Company in writing 30 business days prior to such
resignation. The Holders of a majority in aggregate principal amount of the Securities then
outstanding may remove the Trustee by so notifying the Trustee and the Company in writing and may
appoint a successor Trustee with the Company’s consent. The Company may remove the Trustee if:




     (i) the Trustee fails to comply with Section 7.10;




     (ii) the Trustee is adjudged a bankrupt or an insolvent;




     (iii) a receiver or other public officer takes charge of the Trustee or its property; or




     (iv) 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.



     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee (at the Company’s expense), the Company or the Holders of at
least 10% in aggregate principal amount of the outstanding Securities may petition any court of
competent jurisdiction for the appointment of a successor Trustee.



     If the Trustee fails to comply with Section 7.10, any 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
Securityholders. The retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee, subject to the lien provided for in Section 7.07.



     7.09 Successor Trustee by Merger, etc.



     If the Trustee consolidates with, 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, if such successor corporation is otherwise eligible
hereunder.



     7.10 Eligibility; Disqualification.



     There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition. The Trustee shall
comply with TIA § 310(b).



     7.11 Preferential Collection of Claims Against Company.



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     The Trustee shall comply with 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.



ARTICLE VIII




DISCHARGE OF INDENTURE




     8.01 Termination of the Obligations of the Company.



     The Company may terminate all of its obligations under this Indenture if all Securities
previously authenticated and delivered (other than mutilated, destroyed, lost or stolen Securities
which have been replaced or paid as provided in Section 2.07) have been delivered to the Trustee
for cancellation or if:




     (i) the Securities mature within one year or all of them are to be called for
redemption within one year under arrangements satisfactory to the Trustee for giving the
notice of redemption;




     (ii) the Company irrevocably deposits in trust with the Trustee money or U.S.
Government Obligations sufficient to pay the principal or Redemption Price of and any unpaid
and accrued interest on the Securities to maturity or redemption, as the case may be.
Immediately after making the deposit, the Company shall give notice of such event to the
Securityholders;




     (iii) the Company has paid or caused to be paid all sums then payable by the Company to
the Trustee hereunder as of the date of such deposit; and




     (iv) the Company has delivered to the Trustee an Opinion of Counsel and an Officers’
Certificate stating that all conditions precedent provided for herein relating to the
satisfaction and discharge of this Indenture have been complied with. The Company may make
the deposit only during the one-year period and only if Article XI permits it.



     However, the Company’s obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.15,
2.16, 2.17, 4.01, 4.02, Article VII and Article VIII shall survive until the Securities are no
longer outstanding. Thereafter the obligations of the Company in Sections 7.07 and 8.03 shall
survive.



     After a deposit pursuant to this Section 8.01, the Trustee upon request shall acknowledge in
writing the discharge of the obligations of the Company under the Securities and this Indenture,
except for those surviving obligations specified above.



     In order to have money available on a payment date to pay the principal or Redemption Price of
and any unpaid and accrued interest on the Securities, the U.S. Government Obligations shall be
payable as to principal and any unpaid and accrued interest on or before such payment date in such
amounts as will provide the necessary money.



     “U.S. Government Obligations” means direct non-callable obligations of, or non-callable
obligations guaranteed by, the United States of America for the payment of which the full faith and
credit of the United States of America is pledged.



     8.02 Application of Trust Money.



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     The Trustee shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 8.01. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to the payment of the
principal or Redemption Price of and any unpaid and accrued interest on the Securities. Money and
securities so held in trust are not subject to the subordination provisions of Article XI.



     8.03 Repayment to Company.



     The Trustee and the Paying Agent shall promptly notify the Company of, and pay to the Company
upon the request of the Company, any excess money or securities held by them at any time. The
Trustee and the Paying Agent shall pay to the Company upon the written request of the Company any
money held by them for the payment of the principal or Redemption Price of and any unpaid and
accrued interest that remains unclaimed for two years; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may, at the expense and request of
the Company, cause to be published once in a newspaper of general circulation in The City of New
York or cause to be mailed to each Holder, notice stating that such money remains and that, after a
date specified therein, which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to the Company. After
repayment to the Company, Securityholders entitled to the money must look to the Company for
payment as general creditors unless an applicable abandoned property law designates another person
and all liability of the Trustee and the Paying Agent shall cease.



     8.04 Reinstatement.



     If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in
accordance with Sections 8.01 and 8.02 by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the obligations of the Company under this Indenture and the Securities shall be
revived and reinstated as though no deposit had occurred pursuant to Sections 8.01 and 8.02 until
such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Sections 8.01 and 8.02; provided, however, that if the Company has
made any payment of amounts due with respect to any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.



ARTICLE IX




AMENDMENTS




     9.01 Without Consent of Holders.



     The Company, with the consent of the Trustee, may amend or supplement this Indenture or the
Securities without notice to or the consent of any Securityholder:




     (i) to evidence a successor to the Company pursuant to Article V hereof and the
assumption by that successor of the Company’s obligations under this Indenture and the
Securities;




     (ii) to evidence and provide for the acceptance of the appointment under this Indenture
of a successor Trustee;



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     (iii) to add to the covenants of the Company described in this Indenture for the
benefit of Securityholders or to surrender any right or power conferred upon the Company;




     (iv) to secure the obligations of the Company in respect of the Securities;




     (v) to make any changes or modifications to this Indenture necessary in connection with
the registration of the Securities under the Securities Act and the qualification of the
Indenture under the TIA;




     (vi)
to cure any ambiguity, inconsistency or other defect in this Indenture;




     (vii)
to comply with Section 5.01; or




     (viii) to add guarantors or co-obligors.



     Notwithstanding the foregoing, no supplemental indenture pursuant to the foregoing clauses
(iii), (iv), (v) or (vi) may be entered into without the consent of the holders of a majority in
principal amount of the Securities if such supplemental indenture would materially and adversely
affect the interests of the Holders of the Securities.



     9.02 With Consent of Holders.



     The Company, with the consent of the Trustee, may amend or supplement this Indenture or the
Securities without notice to any Securityholder but with the written consent of the Holders of a
majority in aggregate principal amount of the outstanding Securities. Subject to Section 6.07, the
Holders of a majority in aggregate principal amount of the outstanding Securities may waive
compliance by the Company with any provision of this Indenture or the Securities without notice to
any other Securityholder. However, without the consent of each Securityholder affected, an
amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not:




     (i) reduce the rate of or change the time for payment of interest (including the
accrual of pay-in-kind interest) on any Security;




     (ii) make any Security payable in money or securities other than as stated in such
Security;




     (iii) change the stated maturity of any Security;




     (iv) reduce the principal amount or Redemption Price of any Security;




     (v) make any change that adversely affects the right to receive payment with respect
to, any Security or the right to institute suit for the enforcement of any payment with
respect to any Security;




     (vi) modify the provisions of Article XI hereof in a manner adverse to the Holders; or




     (vii) reduce the amount of Securities whose Holders must consent to an amendment,
supplement or waiver.



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     An amendment under this Section 9.02 may not make any change that adversely affects the rights
under Article XI of any holder of Senior Indebtedness unless the holders of such Senior
Indebtedness pursuant to its terms consent to the change.



     Promptly after an amendment under Section 9.01 and this Section 9.02 becomes effective, the
Company shall mail to Securityholders a notice briefly describing the amendment. Any failure of
the Company to mail such notice shall not in any way impair or affect the validity of such
amendment, supplement or waiver.



     It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment or supplement, but it shall be sufficient if such
consent approves the substance thereof.



     9.03 Compliance with Trust Indenture Act.



     Every amendment, waiver or supplement to this Indenture or the Securities shall comply with
the TIA as then in effect.



     9.04 Revocation and Effect of Consents.



     Until an amendment, supplement 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 or portion of a Security if the Trustee receives the notice of revocation before
the date the amendment, supplement or waiver becomes effective.



     An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Securityholder.



     After an amendment, supplement or waiver becomes effective with respect to the Securities, it
shall bind every Securityholder unless it makes a change described in Section 9.02. In that case,
the amendment, supplement or waiver shall bind each Holder of a Security who has consented to it
and, provided that notice of such amendment, supplement or waiver is reflected on a Security that
evidences the same debt as the consenting Holder’s Security, every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting Holder’s Security.



     9.05 Notation on or Exchange of Securities.



     If an amendment, supplement or waiver changes the terms of a Security, the Company may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security as directed and prepared by the Company about the changed terms and return
it to the Holder. Alternatively, if the Company so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new Security that reflects the changed
terms.



     9.06 Trustee Protected.



     The Trustee need not sign any amendment, supplement or waiver authorized pursuant to this
Article IX that adversely affects the Trustee’s rights, duties, liabilities or immunities. The
Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel and an
Officers’ Certificate that any supplemental indenture, amendment or waiver is permitted or
authorized pursuant to the Indenture.



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ARTICLE X




[RESERVED]




ARTICLE XI




SUBORDINATION




     11.01 Agreement to Subordinate.



     The Company agrees, and each Securityholder by accepting a Security agrees, that the payment
of all amounts due with respect to the Securities is subordinated in right of payment, to the
extent and in the manner provided in this Article XI, to the prior payment in full of all Senior
Indebtedness and that the subordination is for the benefit of the holders of Senior Indebtedness.



     Money and securities held in trust pursuant to Article VIII are not subject to the
subordination provisions of this Article XI.



     11.02 Certain Definitions.



     “Indebtedness” means, with respect to any person, the principal of, and premium, if any, and
interest on (a) all indebtedness of such person for borrowed money (including all indebtedness
evidenced by notes, bonds, debentures or other securities sold by such person for money), (b) all
obligations incurred by such person in the acquisition (whether by way of purchase, merger,
consolidation or otherwise and whether by such person or another person) of any business, real
property or other assets (except trade payables), (c) guarantees by such person of indebtedness
described in clause (a) or (b) of another person, (d) all renewals, extensions, refundings,
deferrals, restructurings, amendments and modifications of any such indebtedness, obligation or
guarantee, (e) all reimbursement obligations of such person with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of such person, (f) all capital
lease obligations of such person and (g) all net obligations of such person under interest rate
swap, currency exchange or similar agreements of such person.



     “Representative” means the Trustee or other trustee, agent or representative for an issue of
Senior Indebtedness.



     “Senior Indebtedness” means all Indebtedness of the Company outstanding at any time,
including, without limitation, the Company’s
31/8% Convertible Notes due 2025, except the Securities,
Indebtedness that by its terms provides that it shall not be “senior” in right of payment to the
Securities or Indebtedness that by its terms provides that it shall be “pari passu” or “junior” in
right of payment to the Securities. Senior Indebtedness does not include Indebtedness of the
Company to any of its subsidiaries or the Company’s 1.75% Convertible Subordinated Notes due 2023.



     11.03 Liquidation; Dissolution; Bankruptcy.



     Upon any distribution of assets to creditors of the Company in a liquidation, winding up or
dissolution of the Company, or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:




     (i) holders of Senior Indebtedness shall be entitled to receive payment in full of the
principal of and interest (including interest accruing after the commencement of any such
proceeding) to the date of payment on the Senior Indebtedness before Securityholders shall
be



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entitled to receive any payment from the Company of amounts due with respect to the
Securities; and




     (ii) until the Senior Indebtedness is paid in full, any distribution to which
Securityholders would be entitled from the Company but for this Article XI shall be made to
holders of Senior Indebtedness, as their interests may appear, except the Securityholders
may receive securities that are subordinated to Senior Indebtedness to at least the same
extent as the Securities and payments made pursuant to Sections 8.01 and 8.02.



     11.04 Company Not To Make Payments with Respect to Securities in Certain
Circumstances.



     No payment of amounts due may be made by the Company, directly or indirectly, with respect to
the Securities (including in connection with a mandatory redemption) or to acquire any of the
Securities at any time if a default in payment of the principal of or premium, if any, or interest
on Senior Indebtedness exists beyond any applicable grace period, unless and until such default
shall have been cured or waived or shall have ceased to exist. During the continuance of any
default with respect to any Senior Indebtedness pursuant to which any Senior Indebtedness has been
issued (other than default in payment of the principal of or premium, if any, or interest on any
Senior Indebtedness), permitting the holders thereof to accelerate the maturity thereof, no payment
may be made by the Company, directly or indirectly, of any amount due with respect to the
Securities (a “Payment Blockage”) until the earlier of (i) the date on which such default has been
cured or waived, (ii) 180 days following receipt of written notice (a “Payment Blockage Notice”) to
the Company from any holder or holders thereof or its Representative or Representatives or the
trustee or trustees under any indenture under which any instrument evidencing any such Senior
Indebtedness may have been issued, that such a default has occurred and is continuing, (iii) the
date on which such Senior Indebtedness is discharged or paid in full or (iv) the date of which the
imposition of such Payment Blockage shall have been terminated by written notice to such trustee or
the Company from such trustee or other representative initiating such Payment Blockage.
Notwithstanding the foregoing, no new Payment Blockage Notice shall be given until a period of at
least 365 consecutive days shall have elapsed since the beginning of the prior Payment Blockage
period. No default (other than a default in payment) that existed or was continuing on the date of
delivery of any Payment Blockage Notice shall be the basis for any subsequent Payment Blockage
Notice, unless such default has been cured or waived for a period of not less than 90 consecutive
days. However, if the maturity of such Senior Indebtedness is accelerated, no payment may be made
by the Company on the Securities until such Senior Indebtedness that has matured has been paid or
such acceleration has been cured or waived.



     Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by the
Trustee to the Securityholders of amounts deposited with it pursuant to Article VIII or (b) any
payment by the Trustee or the Paying Agent as permitted by Section 11.12. Nothing contained in
this Article XI will limit the right of the Trustee or the Securityholders to take any action to
accelerate the maturity of the Securities pursuant to Section 6.02 or to pursue any rights or
remedies hereunder.



     11.05 Acceleration of Securities.



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



     11.06 When Distribution Must Be Paid Over.



     In the event that the Company shall make any payment to the Trustee with respect to the
Securities at a time when such payment is prohibited by Section 11.03 or 11.04, such payment shall
be held by the Trustee, in trust for the benefit of, and shall be paid forthwith over and delivered
to, the holders of



-29-









 







Senior Indebtedness (pro rata as to each of such holders on the basis of the respective
amounts of Senior Indebtedness held by them) or their Representative or the trustee under the
indenture or other agreement (if any) pursuant to which Senior Indebtedness may have been issued,
as their respective interests may appear, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with
its terms, after giving effect to any concurrent payment or distribution to or for the holders of
Senior Indebtedness.



     If a distribution is made to Securityholders, that because of this Article XI should not have
been made to them, the Securityholders who receive the distribution shall hold it in trust for
holders of Senior Indebtedness and pay it over to them as their interests may appear.



     11.07 Notice by Company.



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



     11.08 Subrogation.



     After all Senior Indebtedness is paid in full and until the Securities are paid in full,
Securityholders shall be subrogated (equally and ratably with all other Indebtedness of the Company
ranking pari passu with the Securities) to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable
to the Securityholders have been applied to the payment of Senior Indebtedness. A distribution
made under this Article XI to holders of Senior Indebtedness which otherwise would have been made
to Securityholders is not, as between the Company and Securityholders, a payment by the Company on
Senior Indebtedness.



     11.09 Relative Rights.



     This Article XI defines the relative rights of Securityholders and holders of Senior
Indebtedness. Nothing in this Indenture shall:




     (i) impair, as between the Company, on the one hand, and Securityholders, on the other
hand, the obligation of the Company, which is absolute and unconditional, to pay all amounts
due with respect to the Securities in accordance with their terms;




     (ii) affect the relative rights of Securityholders and creditors of the Company other
than holders of Senior Indebtedness; or




     (iii) prevent the Trustee or any Securityholder from exercising its available remedies
upon a Default or Event of Default, subject to the rights of holders of Senior Indebtedness
to receive distributions otherwise payable to Securityholders.



     Upon any distribution of assets of the Company referred to in this Article XI, the Trustee,
subject to the provisions of Sections 7.01 and 7.02, and the Holders of the Securities shall be
entitled to rely upon any order or decree by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of
the liquidating trustee or agent or other person making any distribution to the Trustee or the
Holders of the Securities, for the purpose of ascertaining the persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company,
the amount thereof or payable thereon, the amount or amounts paid



-30-









 







or distributed thereon and all other facts pertinent thereto or to this Article XI. Nothing
contained in this Article XI or elsewhere in this Indenture or in any Security is intended to or
shall affect the obligation of the Company to make, or prevent the Company from making, at any time
except during the pendency of any dissolution, winding up, liquidation or reorganization
proceeding, and except during the continuance of any default specified in Section 11.04 (not cured
or waived), payments at any time of all amounts due with respect to the Securities.



     11.10 Subordination May Not Be Impaired by Company.



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



     11.11 Distribution or Notice to Representative.



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



     11.12 Rights of Trustee and Paying Agent.



     The Trustee or Paying Agent may continue to make payments on the Securities until it receives
written notice of facts that would cause a payment of amounts due with respect to the Securities to
violate this Article XI. Only the Company or a Representative or a holder of an issue of Senior
Indebtedness that has no Representative may give the notice.



     The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice
by a person representing himself to be a holder of Senior Indebtedness (or a Representative on
behalf of such holder) to establish that such notice has been given by a holder of Senior
Indebtedness or a Representative on behalf of any such holder. In the event that the Trustee
determines in good faith that further evidence is required with respect to the right of any person
who is a holder of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article XI, the Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent
to which such person is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such person under this Article XI, and if such evidence is not furnished
the Trustee may defer any payment to such person pending judicial determination as to the right of
such person to receive such payment or until such time as the Trustee shall be otherwise satisfied
as to the right of such person to receive such payment.



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



     The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or
distribute to Securityholders or the Company or any other person money or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article XI or otherwise.



     11.13 Officers’ Certificate.



     If there occurs an event referred to in Section 11.03 or 11.04, the Company shall promptly
give to the Trustee an Officers’ Certificate (on which the Trustee may conclusively rely)
identifying all holders of Senior Indebtedness or their Representatives and the principal amount of
Senior Indebtedness then



-31-









 







outstanding held by each such holder and stating the reasons why such Officers’ Certificate is
being delivered to the Trustee.



     11.14 Not to Prevent Events of Default.



     The failure to make any payment due with respect to the Securities by reason of any provision
of this Article XI shall not be construed as preventing the occurrence of an Event of Default under
Section 6.01.



ARTICLE XII




MISCELLANEOUS




     12.01 Trust Indenture Act Controls.



     If any provision of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in this Indenture by the TIA, the required provision of the TIA shall
control.



     12.02 Notices.



     Any notice or communication by the Company or the Trustee to one or both of the others is duly
given if in writing and delivered in person, mailed by first-class mail or by express delivery to
the other parties’ addresses stated in this Section 12.02. The Company or the Trustee by notice to
the others may designate additional or different addresses for subsequent notices or
communications.



     Any notice or communication to a Securityholder shall be mailed to its address shown on the
register kept by the Registrar. Failure to mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other Securityholders.



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



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



     All notices or communications shall be in writing.



     The Company’s address is:



WebMD Health Corp.

111 Eighth Avenue

New York, NY 10011

Facsimile: [              ]

Attention: [              ]




-32-









 








     The Trustee’s address is:


Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890-1600

Facsimile: (302) 636-4145

Attention: Corporate Client Services




     12.03 Communication by Holders with Other Holders.



     Securityholders may communicate pursuant to TIA § 312(b) with other Securityholders 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 § 312(c).



     12.04 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:




     (i) an Officers’ Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the proposed action
have been complied with; and




     (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.



     Each signer of an Officers’ Certificate or an Opinion of Counsel may (if so stated) rely,
effectively, upon an Opinion of Counsel as to legal matters and an Officers’ Certificate as to
factual matters if such signer reasonably and in good faith believes in the accuracy of the
document relied upon.



     12.05 Statements Required in Certificate or Opinion.



     Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a condition
or covenant provided for in this Indenture shall include:




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




     (ii) 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;




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




     (iv) a statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.



     12.06 Rules by Trustee and Agents.



-33-









 





     The Trustee may make reasonable rules for action by or at a meeting of Securityholders. The
Registrar or Paying Agent may make reasonable rules and set reasonable requirements for their
respective functions.



     12.07 Legal Holidays.



     A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not
required to be open in the City of New York, in the State of New York or in the city in which the
Corporate Trust Office of the Trustee is located. If a payment date is a Legal Holiday at a place
of payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on that payment for the intervening period.



     A “business day” is a day other than a Legal Holiday.



     12.08 No Recourse Against Others.



     No past, present or future director, officer, employee, incorporator or stockholder of the
Company, as such, shall have any liability for any obligations of the Company under the Securities
or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Security waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Securities.



     12.09 Duplicate 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. Delivery of an executed
counterpart by facsimile shall be effective as delivery of a manually executed counterpart thereof.



     12.10 Governing Law.



     The laws of the State of New York shall govern this Indenture and the Securities.



     12.11  No Adverse Interpretation of Other Agreements.



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



     12.12 Successors.



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



     12.13 Separability.



     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 and a Holder shall have no claim therefor against any party
hereto.



     12.14 Table of Contents, Headings, etc.



-34-









 





     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
hereof and shall in no way modify or restrict any of the terms or provisions hereof.



-35-









 





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




	 	 	 	 	 	 	 
	                                                       
	 	 	WEBMD HEALTH CORP.
	                                                        
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WLIMINGTON TRUST COMPANY, as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






-36-









 





EXHIBIT A




[Face of Security]




WEBMD HEALTH CORP.




[Certificate No. ]




[INSERT GLOBAL SECURITY LEGEND AS REQUIRED]




11% Subordinated Note due [           ], 2014

CUSIP No.




     WEBMD HEALTH CORP., a Delaware corporation (herein called the “Company”), for value received,
hereby promises to pay to Cede & Co. or registered assigns, the principal sum of Dollars ($ ) on [          ], 2014, and to pay interest thereon, as provided on the reverse hereof, until the
principal and any unpaid and accrued interest is paid or duly provided for. The right to payment
of the principal and all other amounts due with respect hereto is subordinated to the rights of
Senior Indebtedness as set forth in the Indenture referred to on the reverse side hereof.



     Interest Payment Date: [            ], with the first payment to be made on [           ], 2009.



     Record Dates: [           ] immediately preceding each Interest Payment Date.



     The provisions on the back of this certificate are incorporated as if set forth on the face
hereof.



     IN WITNESS WHEREOF, WEBMD HEALTH CORP. has caused this instrument to be duly signed.



	 	 	 	 	 
	                                                       
	 	WEBMD HEALTH CORP.

 	 
	                                                        
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:





A-1









 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Securities

referred to in the within-mentioned Indenture.




WILMINGTON TRUST COMPANY, as Trustee




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 
	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






A-2









 





[REVERSE OF SECURITY]




WEBMD HEALTH CORP.




11% Subordinated Pay-In-Kind Note due [      ], 2014




     1. Interest. WebMD Health Corp., a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Security at the rate per annum shown above. The Company
will pay interest annually on [            ] of each year, with the first payment to be made
on [            ], 2009, to the Holders of record on the immediately preceding [      ],
whether or not such day is a business day. Interest on the Securities will be paid as PIK
Interest. Interest on the Securities will accrue on the principal amount from the most recent date
to which interest has been paid or provided for or, if no interest has been paid, from [          ], 2008. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
The Company will not be required to make any interest payment on the Securities on any day that is
not a business day until the next succeeding business day. Such interest payment made on the next
succeeding business day will be treated as though it were paid on the original due date and no
interest will accrue on the payment for the additional period of time.



     2. Maturity. The Notes will mature on [           ], 2014.



     3. Method of Payment. The Company will pay interest on the Securities (except defaulted
interest) to the persons who are registered Holders of Securities at the close of business on the
record date set forth on the face of this Security immediately preceding the applicable interest
payment date. Holders must surrender Securities to a Paying Agent to collect the principal or
Redemption Price of the Securities. The Company will pay all cash amounts due with respect to the
Securities in money of the United States that at the time of payment is legal tender for payment of
public and private debts. Interest accruing on the Securities will be payable through the issuance
of PIK Notes (or by increasing the principal amount of the Securities). However, the Company may
pay the Redemption Price or the principal amount at maturity, as the case may be, by check or wire
payable in such money; provided, however, that a Holder holding Securities with an aggregate
principal amount in excess of $2,000,000 will be paid by wire transfer in immediately available
funds at the election of such Holder. Notwithstanding the foregoing, so long as this Security is
registered in the name of a Depositary or its nominee, all cash payments hereon shall be made by
wire transfer of immediately available funds to the account of the Depositary or its nominee.



     4. Paying Agent, Registrar. Initially, Wilmington Trust Company (the “Trustee”) will act as
Paying Agent or Registrar. The Company may change any Paying Agent or Registrar without notice.
The Company may act as Paying Agent.



     5. Indenture; Ranking. The Company issued the Securities under an Indenture, dated as of [           ], 2008 (the “Indenture”), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) (the “Act”) as in effect on the
date of the Indenture. The Securities are subject to all such terms, and Securityholders are
referred to the Indenture and the Act for a statement of such terms. The Securities are general
unsecured subordinated obligations of the Company limited to $[       ],000,000 aggregate principal
amount, except as otherwise provided in Section 2.07 of the Indenture. The Securities rank equal
in right of payment to the Company’s 1.75% Convertible Subordinated Notes due 2023 and subordinate
in right of payment to the Company’s 31/8% Convertible Notes due 2025. Terms used and not otherwise
defined herein that are defined in the Indenture have the meanings assigned to them in the
Indenture.



A-3









 





     6. Redemption by the Company. At any time and from time to time through the business day
immediately prior to the Maturity Date, the Company will have the right to redeem for Cash all or
any part of the Securities at the applicable Redemption Price, plus accrued and unpaid interest
thereon to, but not including, the Redemption Date, provided that, if such Redemption Date is on or
after an interest record date, but on or prior to the related interest payment date, such interest
will be payable in Cash to the Holders in whose names the Securities are registered at the close of
business on the relevant record date for payment of such interest. In addition, within 30 days of
receipt by the Company of any Net Proceeds from an Asset Sale, the Company shall redeem, pro rata
from all Holders of the Securities, Securities in an amount equal to such Net Proceeds.



     7. Notice of Redemption. At least 20 days but not more than 60 days before a Redemption Date,
the Company shall mail by first-class mail a notice of redemption to each Holder at such Holder’s
registered address. Securities in denominations larger than $100 principal amount may be redeemed
in part but only in positive integral multiples of $100 principal amount (or, if PIK Notes are
issued or PIK Interest is paid, in positive integral multiples of $1.00). On and after the
Redemption Date interest ceases to accrue on Securities or portions of them called for redemption.



     8. [Reserved].



     9. [Reserved].



     10. [Reserved].



     11. Subordination. The Securities are subordinated in right of payment, in the manner and to
the extent set forth in Article XI of the Indenture, to the prior payment in full of all Senior
Indebtedness. Each Holder by accepting a Security agrees to such subordination and authorizes the
Trustee to give it effect.



     12. Denominations, Transfer, Exchange. The Securities are in registered form without coupons
in denominations of $100 principal amount and positive integral multiples of $100 principal amount
subject to the issuance of PIK Interest pursuant to Section 1, in which case PIK Notes may be
issued in an aggregate principal amount equal to the amount of PIK Interest paid by the Company for
the applicable period, rounded up to the nearest whole dollar. The transfer of Securities may be
registered and Securities may be exchanged as provided in the Indenture. The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer documents. No
service charge shall be made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. The Registrar need not exchange or register the transfer of any Security
selected for redemption in whole or in part, except the unredeemed portion of Securities to be
redeemed in part. Also, it need not exchange or register the transfer of any Securities for a
period of 15 days before the mailing of a notice of redemption of the Securities selected to be
redeemed and in certain other circumstances provided in the Indenture.



     13. Persons Deemed Owners. The registered Holder of a Security may be treated as the owner of
such Security for all purposes.



     14. Merger or Consolidation. The Company shall not consolidate with or merge with or into, or
convey, transfer or lease all or substantially all of its properties and assets to, another person
unless such other person is a corporation organized under the laws of the United States, any State
thereof or the District of Columbia or a corporation or comparable legal entity organized under the
laws of a foreign jurisdiction (provided, however, that in the case of a transaction where the
surviving entity is organized under the laws of a foreign jurisdiction, the Company may not
consummate the transaction without
first



A-4









 







(i) amending the terms of the Securities to provide that, in the event the Company is
required under the laws of such foreign jurisdiction (or any political subdivision thereof) to
withhold or deduct amounts in respect of taxes from payments made to Securityholders on the
Securities, the Company will pay, subject to certain standard exceptions, such additional amounts
to the holders as may be necessary so that each Securityholder will receive the same amounts it
would have received had no such withholding or deduction been required, and (ii) obtaining an
opinion of tax counsel experienced in such matters to the effect that, under then existing United
States federal income tax laws, there would be no material adverse tax consequences to
Securityholders of the Securities resulting from such transaction); such person assumes by
supplemental indenture all the obligations of the Company, under the Securities and this Indenture;
and immediately after giving effect to the transaction, no Default or Event of Default shall exist.



     15. Amendments, Supplements and Waivers. Subject to certain exceptions, the Indenture or the
Securities may be amended or supplemented with the consent of the Holders of a majority in
aggregate principal amount of the Securities then outstanding, and any existing Default or Event of
Default may be waived with the consent of the Holders of a majority in aggregate principal amount
of the Securities then outstanding. Without notice to or the consent of any Securityholder, the
Indenture or the Securities may be amended or supplemented, with the consent of the Trustee, to
cure any ambiguity, inconsistency or other defect in the Indenture; to comply with Section 5.01 of
the Indenture; to evidence a successor to the Company and the assumption by that successor of the
Company’s obligations under the Indenture and the Securities; to evidence and provide for the
acceptance of the appointment under the Indenture of a successor Trustee; to make any changes or
modifications to the Indenture necessary in connection with the registration of the Securities
under the Securities Act and the qualification of the Indenture under the TIA; to secure the
obligations of the Company in respect of the Securities; to add a guarantor or co-obligor; or to
add to covenants of the Company described in the Indenture for the benefit of Securityholders or to
surrender any right or power conferred upon the Company.



     16. Defaults and Remedies. An Event of Default includes the occurrence of those events set
forth in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then
outstanding may declare all the Securities to be due and payable immediately, except as provided in
the Indenture. If an Event of Default specified in Section 6.01(iv) or (v) of the Indenture with
respect to the Company occurs, the principal of and accrued interest on all the Securities shall
ipso facto become and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Securityholder. The Company must furnish an annual compliance
certificate to the Trustee.



     17. [Reserved].



     18. Trustee Dealings with the Company. The Trustee under the Indenture, or any banking
institution serving as successor Trustee thereunder, in its individual or any other capacity, may
make loans to, accept deposits from, and perform services for the Company or its Affiliates, and
may otherwise deal with the Company or its Affiliates, as if it were not Trustee.



     19. No Recourse Against Others. No past, present or future director, officer, employee or
stockholder, as such, of the Company shall have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Securityholder by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the issue of the
Securities.



     20. Authentication. This Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.



A-5









 





     21. Abbreviations. Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (Uniform Gifts to Minors Act).



     THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY
OF THE INDENTURE. REQUESTS MAY BE MADE TO:



WebMD Health Corp.

[_____]




A-6









 








[FORM OF ASSIGNMENT]




I or we assign to




	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR
	 	 
	OTHER IDENTIFYING NUMBER
	 	 
	 
	 	 
	 


	 	 






      




(please print or type name and address)




      




      




the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints




      




Attorney to transfer the Security on the books of the Company with full power of substitution in
the premises.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	NOTICE: The signature on this assignment must
correspond with the name as it appears upon the face
of the within Security in every particular without
alteration or enlargement or any change whatsoever
and be guaranteed by a guarantor institution
participating in the Securities Transfer Agents
Medallion Program or in such other guarantee program
acceptable to the Trustee.





Signature Guarantee:                                        




A-7









 





SCHEDULE A


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
SECURITY3




     The following exchanges of a part of this Global Security for an interest in another Global
Security or for Securities in certificated form, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	Principal amount	 	Signature or
	 	 	Amount of	 	increase in	 	of this Global	 	authorized
	 	 	decrease in	 	Principal	 	Security	 	signatory of
	 	 	Principal amount	 	amount of this	 	following such	 	Trustee or
	 	 	of this Global	 	Global	 	decrease (or	 	Note
	Date of Exchange	 	Security	 	Security	 	increase)	 	Custodian
	 	 	 	 	 	 	 	 	 







 




			
	3	 	This is included in Global Securities only.





 









 





EXHIBIT B




FORM OF LEGEND FOR GLOBAL SECURITY




     Any Global Security authenticated and delivered hereunder shall bear a legend in substantially
the following form:




THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS SECURITY IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.




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




TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.16 OF THE
INDENTURE.




FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY OBTAIN THE
ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE, AND THE YIELD TO
MATURITY FOR THIS SECURITY BY TELEPHONING [_____] AT [_____] OR SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION
TO: WEBMD HEALTH CORP., [_____].




FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, IF THE STATED PRINCIPAL AMOUNT OF THE



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SECURITIES ON THEIR ISSUE DATE EXCEEDS THEIR ISSUE PRICE BY 1.50% OR MORE, THIS
SECURITY WILL BE A CONTINGENT PAYMENT DEBT INSTRUMENT AND WILL ACCRUE ORIGINAL ISSUE
DISCOUNT AT THE ISSUER’S “COMPARABLE YIELD” FOR U.S. FEDERAL INCOME TAX PUR-POSES.
IN SUCH CASE, PURSUANT TO SECTION 4.08 OF THE INDENTURE, THE COMPANY AGREES, AND BY
ACCEPTANCE OF A BENEFICIAL OWNERSHIP INTEREST IN THE SECURITY, EACH BENEFICIAL
HOLDER OF THE SECURITIES WILL BE DEEMED TO HAVE AGREED, FOR U.S. FEDERAL INCOME TAX
PURPOSES, (I) TO TREAT THE SECURITIES AS INDEBTEDNESS THAT IS SUBJECT TO SECTION
1.1275-4 OF THE UNITED STATES TREASURY REGULATIONS (THE “CONTINGENT PAYMENT
REGULATIONS”), AND (II) TO BE BOUND BY THE COMPANY’S DETERMINATION OF THE
“COMPARABLE YIELD” AND “PROJECTED PAYMENT SCHEDULE,” WITHIN THE MEANING OF THE
CONTINGENT PAYMENT REGULATIONS, WITH RESPECT TO THE SECURITIES. YOU MAY OBTAIN THE
COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY BY TELEPHONING
[_____] AT [_____] OR SUBMITTING
A WRITTEN REQUEST FOR SUCH INFORMATION TO: WEBMD HEALTH CORP., [_____].




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